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 BORROWER
MAY MERGE WITH AND INTO ANY OTHER 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 LIQUIDATION VALUE NOT TO EXCEED
$5,000,000 IN THE AGGREGATE FOR THE PERIOD COMMENCING ON THE CLOSING DATE
THROUGH AND INCLUDING THE TERMINATION DATE;
52
(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 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 AND ANY INACTIVE 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;
(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.
(J)
SALE OF TERM LOAN COLLATERAL FOR AT LEAST FAIR MARKET VALUE,
PROVIDED, HOWEVER, THAT (X) THE SALES PRICE FOR ANY TERM LOAN COLLATERAL MUST BE
GREATER THAN EIGHTY PERCENT (80%) OF THE APPRAISED ORDERLY LIQUIDATION VALUE FOR
SUCH TERM LOAN COLLATERAL; AND (Y) ALL PROCEEDS SHALL BE IN CASH AND SHALL BE
APPLIED TO REPAY THE LOANS AS REQUIRED BY SECTION 3.4(C); AND
(K)
ANY LOSS, DAMAGE, OR DESTRUCTION TO FLEETWOOD'S ASSETS, IN SO FAR
AS THE INSURANCE AND/OR CONDEMNATION PROCEEDS RECEIVED BY FLEETWOOD IN
CONNECTION THEREOF ARE APPLIED IN ACCORDANCE WITH SECTION 7.6.
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,