DISCLOSED.
FLEETWOOD AND THE BORROWERS ALSO UNDERSTANDS
THAT DEPENDING ON THE RESULTS OF ANY SITE VISIT, OBSERVATION OR TESTING BY THE
AGENT AND DISCLOSED TO FLEETWOOD, FLEETWOOD OR ITS SUBSIDIARY MAY HAVE A LEGAL
OBLIGATION TO NOTIFY ONE OR MORE ENVIRONMENTAL AGENCIES OF THE RESULTS, THAT
SUCH REPORTING REQUIREMENTS ARE SITE-SPECIFIC, AND ARE TO BE EVALUATED BY OR ITS
SUBSIDIARY WITHOUT ADVICE OR ASSISTANCE FROM THE AGENT.
IN EACH INSTANCE, THE
AGENT WILL GIVE FLEETWOOD REASONABLE NOTICE BEFORE ENTERING THE REAL ESTATE OR
ANY OTHER PLACE THE AGENT IS PERMITTED TO ENTER UNDER THIS SECTION 7.7(C).
THE
AGENT WILL MAKE REASONABLE EFFORTS TO AVOID INTERFERING WITH THE USE OF THE REAL
ESTATE OR ANY OTHER PROPERTY IN EXERCISING ANY RIGHTS PROVIDED HEREUNDER.
7.8
COMPLIANCE WITH ERISA.
FLEETWOOD SHALL, AND
SHALL CAUSE EACH OF ITS ERISA AFFILIATES TO:
(A) MAINTAIN EACH PLAN IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA, THE
CODE AND OTHER FEDERAL OR STATE LAW; (B) CAUSE EACH PLAN WHICH IS QUALIFIED
UNDER SECTION 401(A) OF THE CODE TO MAINTAIN SUCH QUALIFICATION; (C) MAKE ALL
REQUIRED CONTRIBUTIONS TO ANY PLAN SUBJECT TO SECTION 412 OF THE CODE; (D) NOT
ENGAGE IN A PROHIBITED TRANSACTION OR VIOLATION OF THE FIDUCIARY RESPONSIBILITY
RULES WHICH PROHIBITED TRANSACTION OR VIOLATION OF FIDUCIARY RESPONSIBILITY
RULES, TOGETHER WITH ALL OTHER PROHIBITED TRANSACTIONS AND VIOLATIONS OF
FIDUCIARY RESPONSIBILITY RULES, HAS RESULTED OR COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT; AND (E) NOT ENGAGE IN A TRANSACTION THAT
COULD BE SUBJECT TO SECTION 4069 OR 4212(C) OF ERISA.
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7.9
MERGERS, CONSOLIDATIONS OR SALES.
NEITHER
FLEETWOOD NOR ANY OF ITS SUBSIDIARIES SHALL ENTER INTO ANY TRANSACTION OF
MERGER, REORGANIZATION, OR CONSOLIDATION, OR TRANSFER, SELL, ASSIGN, LEASE, OR
OTHERWISE DISPOSE OF ALL OR ANY PART OF ITS PROPERTY, OR WIND UP, LIQUIDATE OR
DISSOLVE, OR AGREE TO DO ANY OF THE FOREGOING, EXCEPT
(A)
SALES OF INVENTORY IN THE ORDINARY COURSE
OF ITS BUSINESS;
(B)
SALES, TRADE-INS, EXCHANGES OR OTHER
DISPOSITIONS OF EQUIPMENT IN THE ORDINARY COURSE OF BUSINESS THAT ARE OBSOLETE
OR NO LONGER USED OR USEABLE BY THE APPLICABLE PERSON IN ITS BUSINESS WITH AN
ORDERLY LIQUIDATION VALUE NOT TO EXCEED $5,000,000 IN ANY FISCAL YEAR;
(C)
ON NO LESS THAN 10 DAYS' PRIOR NOTICE TO
THE AGENT (UNLESS A SHORTER PERIOD IS ACCEPTABLE TO THE AGENT IN ITS SOLE
DISCRETION), ANY FMC BORROWER MAY MERGE WITH AND INTO ANY OTHER FMC BORROWER AND
ANY FRC BORROWER MAY MERGE WITH AND INTO ANY OTHER FRC BORROWER, PROVIDED,
HOWEVER, THAT ALL LIENS OF THE AGENT SHALL REMAIN UNIMPAIRED, AND THE SURVIVING
BORROWER SHALL EXECUTE AND DELIVER TO THE AGENT SUCH DOCUMENTS AND AGREEMENTS AS
THE AGENT MAY REASONABLY REQUEST TO EVIDENCE THE CONTINUED LIABILITY FOR THE
OBLIGATIONS OF THE DISAPPEARING BORROWER AND THE LIENS SECURING SUCH
OBLIGATIONS;
(D)
SALES, TRADE-INS, EXCHANGES OR OTHER
DISPOSITIONS OF ASSETS BY FLEETWOOD OR ANY OF ITS SUBSIDIARIES (OTHER THAN TERM
LOAN COLLATERAL OR ANY OTHER REAL PROPERTY COLLATERAL) WITH AN ORDERLY