SO TO MERGE, CONSOLIDATE OR ACQUIRE), UNLESS (A) SUCH MERGER OR
CONSOLIDATION IS AN INTERNAL REORGANIZATION, OR (B) (I), IF SUCH MERGER OR
CONSOLIDATION IS A STOCK ACQUISITION, THOSE PERSONS WHO ARE SHAREHOLDERS OF
GUARANTOR IMMEDIATELY PRIOR TO SUCH TRANSACTION DIRECTLY OR INDIRECTLY HAVE,
IMMEDIATELY AFTER THE CONSUMMATION OF THE TRANSACTION, AT LEAST 51% OF THE
VOTING CONTROL OF THE SURVIVING ENTITY, (II) BORROWERS REMAIN IN COMPLIANCE WITH
ALL COVENANTS IN THIS AGREEMENT UPON SUCH MERGER, CONSOLIDATION OR ACQUISITION,
AND (III) MASTER BORROWER DELIVERS TO AGENT, AT LEAST TEN (10) DAYS BEFORE THE
CONSUMMATION OF THE PROPOSED TRANSACTION, A CERTIFICATE SIGNED BY GUARANTOR'S
CHIEF FINANCIAL OFFICER CERTIFYING SUCH CONTINUED COMPLIANCE.
7.3.2
SELL, ASSIGN, LEASE OR OTHERWISE DISPOSE OF
(WHETHER IN ONE TRANSACTION OR IN A SERIES OF TRANSACTIONS) ALL OR SUBSTANTIALLY
ALL OF ITS ASSETS (WHETHER NOW OWNED OR HEREAFTER ACQUIRED) TO ANY PERSON OR
PERMIT GUARANTOR TO DO ANY OF THE FOREGOING, EXCEPT (A) FOR (I) THE SALE OR
OTHER DISPOSITION OF LAND, LOTS AND/OR UNITS IN THE ORDINARY COURSE OF BUSINESS;
(2) THE SALE OR OTHER DISPOSITION OF ASSETS NO LONGER USED OR USEFUL IN THE
CONDUCT OF ITS BUSINESS; AND (3) THE SALE AND/OR SALE AND LEASEBACK OF MODEL
UNITS; AND (B) SALES, LEASES, ASSIGNMENTS OR OTHER DISPOSITIONS MADE SOLELY
PURSUANT TO AN INTERNAL REORGANIZATION.
7.4
TRANSACTION WITH AFFILIATES.
ENTER INTO ANY
TRANSACTION, OR CAUSE GUARANTOR TO ENTER INTO ANY TRANSACTION INCLUDING, WITHOUT
LIMITATION, THE PURCHASE, SALE, OR EXCHANGE OF PROPERTY OR THE RENDERING OF ANY
SERVICE, WITH ANY AFFILIATE WHICH IS NOT A BORROWER, GUARANTOR, OR A SUBSIDIARY
OF EITHER, INCLUDING, WITHOUT LIMITATION, THE PURCHASE, SALE, OR EXCHANGE OF
PROPERTY OR THE RENDERING OF ANY SERVICE, EXCEPT (A) IN THE ORDINARY COURSE OF
OR PURSUANT TO THE REASONABLE REQUIREMENTS OF BORROWERS' BUSINESS ON TERMS THAT
ARE NO LESS FAVORABLE TO BORROWER OR GUARANTOR, AS THE CASE MAY BE, THAN THOSE
THAT MIGHT BE OBTAINED AT THE TIME FROM PERSONS WHO ARE NOT SUCH AN AFFILIATE,
AND (B) AFTER GIVING EFFECT TO SUCH TRANSACTION, BORROWERS REMAIN IN COMPLIANCE
WITH ALL COVENANTS IN THIS AGREEMENT.
7.5
USE OF PROCEEDS.
DIRECTLY OR INDIRECTLY, USE
ANY PART OF SUCH PROCEEDS FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN
STOCK WITHIN THE MEANING OF REGULATION U OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM OR TO EXTEND CREDIT TO ANY PERSON FOR THE
55
PURPOSE OF PURCHASING OR CARRYING ANY SUCH MARGIN STOCK, OR FOR ANY PURPOSE
WHICH VIOLATES, OR IS INCONSISTENT WITH, REGULATION X OF THE BOARD OF GOVERNORS
OF THE FEDERAL RESERVE SYSTEM.
7.6
RESTRICTED PAYMENTS.
PERMIT GUARANTOR OR ANY
BORROWER TO, DIRECTLY OR INDIRECTLY, DECLARE, ORDER, PAY, MAKE OR SET APART ANY
SUM FOR (W) ANY DIVIDEND OR OTHER DISTRIBUTION, DIRECT OR INDIRECT, ON ACCOUNT
OF ANY SHARES OF ANY CLASS OF CAPITAL STOCK OF ANY BORROWER OR GUARANTOR NOW OR
HEREAFTER OUTSTANDING, (X) ANY REDEMPTION, RETIREMENT, SINKING FUND OR SIMILAR
PAYMENT, PURCHASE OR OTHER ACQUISITION FOR VALUE, DIRECT OR INDIRECT, OF ANY
SHARES