RELATES AND
PREPARE AND DELIVER TO THE AGENT (WITH A COPY TO THE RELEVANT OBLIGOR), FOR
DISTRIBUTION BY THE AGENT TO THE LENDERS, A REPORT SETTING FORTH THE RESULTS OF
SUCH EVALUATION, A PROPOSED PLAN FOR RESPONDING TO ANY ENVIRONMENTAL PROBLEMS
DESCRIBED THEREIN, AND AN ESTIMATE OF THE COSTS THEREOF AND (II) PROVIDE TO THE
AGENT FOR DISTRIBUTION BY THE AGENT TO THE LENDERS A SUPPLEMENTAL REPORT OF SUCH
ENVIRONMENTAL PROFESSIONAL WHENEVER THE SCOPE OF THE ENVIRONMENTAL PROBLEMS (IF
ANY), OR THE RESPONSE THERETO OR THE ESTIMATED COSTS THEREOF, SHALL CHANGE IN
ANY MATERIAL RESPECT.
Section 9.7
Compliance with ERISA.
Except to the extent the same could
not reasonably be expected to result in a Material Adverse Effect, each Obligor
shall and shall cause each ERISA Affiliate to:
(a) maintain each Pension Plan
in compliance in all material respects with the applicable provisions of ERISA,
the Code, and other federal or state law; (b) make all required contributions to
any Pension Plan subject to Section 412 or Section 430 of the Code (or
corresponding provisions of ERISA or any Multi-employer Plan); and (c) not
engage in a transaction that could be subject to Section 4069 or 4212(c) of
ERISA, in each case unless enforcement action is stayed pursuant to Legal
Requirements.
Section 9.8
Mergers, Consolidations, Sales, Acquisitions.
No Obligor
shall, nor shall it permit any other Debtor to, consummate any transaction of
merger, reorganization, or consolidation, or sell, assign, lease (or otherwise
dispose of all or any part of its property (including any sale or other
disposition of Capital Stock of any Debtor)) (for purposes of this Section 9.8,
each such transaction, a "disposition"), or wind up, liquidate or dissolve,
except for:
(A)
DISPOSITIONS OF OBSOLETE, WORN OUT OR SURPLUS PERSONAL PROPERTY OR
PERSONAL PROPERTY NO LONGER USEFUL IN THE BUSINESS OF THE DEBTORS;
(B)
CONSOLIDATIONS, MERGERS AND DISPOSITIONS OF ASSETS BETWEEN OR AMONG
DEBTORS (PROVIDED THAT ANY SUCH CONSOLIDATION OR MERGER INVOLVING A BORROWER
SHALL RESULT IN A BORROWER BEING THE SURVIVING ENTITY IN SUCH CONSOLIDATION OR
MERGER);
(C)
DISSOLUTIONS AND LIQUIDATIONS IF ALL OF THE PROPERTY OF THE DISSOLVING
DEBTOR IS TRANSFERRED TO A DEBTOR;
(D)
DISPOSITIONS OF ANY PROPERTY (OR ANY DEBTOR OWNING A PROPERTY OR ITS
DIRECT OR INDIRECT PARENT HOLDING COMPANY); PROVIDED THAT THE NET PROCEEDS
THEREOF ARE APPLIED IN ACCORDANCE WITH, AND TO THE EXTENT REQUIRED BY,
SECTION 3.3(A);
58
(E)
DISPOSITIONS OF REAL PROPERTY CONSTITUTING ALL OR A PORTION OF AN
ANCHOR PARCEL TO AN ANCHOR OCCUPANT IN THE ORDINARY COURSE OF BUSINESS OR
OTHERWISE CONSISTENT WITH PAST PRACTICE;
(F)
(I) DISPOSITIONS OF INVENTORY (INCLUDING GIFT CARDS, SALES TRANSFERS
AND/OR DEDICATIONS FROM THE DEBTORS' MASTER PLANNED COMMUNITIES AND CONDOMINIUM
SALES) IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT, IN THE CASE OF
CONDOMINIUM SALES, THE NET PROCEEDS THEREOF ARE APPLIED IN ACCORDANCE WITH
SECTION 3.3(A); AND (II) SALES OF PROPERTY PURSUANT TO ANY PURCHASE OPTION,
RIGHT OF FIRST REFUSAL, RIGHT OF FIRST OFFER OR SIMILAR RIGHT IN RESPECT OF ANY
OF THE