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 WITH AN ORDERLY LIQUIDATION VALUE NOT TO
EXCEED $5,000,000 IN THE AGGREGATE;
(E)
SALE FOR FAIR MARKET VALUE OF THE ASSETS DESCRIBED ON SCHEDULE 7.9
AS "ASSETS HELD FOR SALE" IF (1) AT LEAST 50% OF THE PROCEEDS ARE RECEIVED IN
CASH
49
AND APPLIED TO THE OBLIGATIONS IN ACCORDANCE WITH SECTION 3.4 AND ANY NON-CASH
CONSIDERATION RECEIVED BY ANY LOAN PARTY SHALL CONSTITUTE ADDITIONAL COLLATERAL
HEREUNDER, IN WHICH THE AGENT SHALL HAVE A DULY PERFECTED LIEN; AND (2) AFTER
GIVING EFFECT TO SUCH DISPOSITION, NO DEFAULT OR EVENT OF DEFAULT EXISTS;
(F)
[RESERVED]
(G)
ANY EXCLUDED SUBSIDIARY MAY BE WOUND UP AND DISSOLVED OR SELL ANY
OF ITS ASSETS;
(H)
SALE/LEASEBACK TRANSACTIONS WITH RESPECT TO REAL ESTATE AND
EQUIPMENT PERMITTED BY SECTION 7.19; AND
(I)
ANY SALE OR OTHER DISPOSITION BY FLEETWOOD OR ANY BORROWER OF
PROPERTY THAT DOES NOT CONSTITUTE COLLATERAL, PROVIDED THAT THE FLEXIBILITY
CONDITIONS ARE SATISFIED AS OF THE DATE OF AND BOTH BEFORE AND IMMEDIATELY AFTER
GIVING EFFECT TO SUCH SALE OR OTHER DISPOSITION.
All Equipment purchased under this paragraph shall be free and clear of all
Liens except Liens under clauses (a) and (b) of the definition of Permitted
Liens.
7.10
Distributions; Capital Change; Restricted Investments.
Neither
Fleetwood nor any of its Subsidiaries shall:
(A)
DIRECTLY OR INDIRECTLY DECLARE OR MAKE, OR INCUR ANY LIABILITY TO
MAKE, ANY DISTRIBUTION, EXCEPT (I) DISTRIBUTIONS TO HOLDINGS BY ANY OF ITS
SUBSIDIARIES, DISTRIBUTIONS TO RETAIL BY ANY OF ITS SUBSIDIARIES, OR
DISTRIBUTIONS BY ANY FMC BORROWER OR FRC BORROWER TO ANOTHER FMC BORROWER OR FRC
BORROWER WHICH IS ITS PARENT; (II) SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING ON THE DATE OF THE PAYMENT THEREOF, BOTH BEFORE AND
AFTER GIVING EFFECT TO SUCH PAYMENT, THE BORROWERS MAY MAKE DISTRIBUTIONS TO
FLEETWOOD (OR MAKE INTERCOMPANY LOANS PERMITTED TO BE PAID PURSUANT TO SECTION
7.13(H) OR RETAIN MANAGEMENT FEES TO THE EXTENT PERMITTED TO BE PAID PURSUANT TO
SECTION 7.26) TO PAY, AND FLEETWOOD