exv10w1



 



EXHIBIT 10.1


DEBTOR-IN-POSSESSION FINANCING AND SECURITY AGREEMENT


Dated as of January 28, 2003


by and among


OAKWOOD HOMES CORPORATION,

as debtor and debtor-in-possession,


CERTAIN OF ITS AFFILIATES,

as debtors and debtors-in-possession,


OAKWOOD SERVICING HOLDINGS CO., LLC,

as a Non-Debtor Borrower,










THE TRANCHE A LENDERS PARTY HERETO










and


GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,


as Agent


 






 



TABLE OF CONTENTS



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	ARTICLE I DEFINITIONS; CERTAIN TERMS
	 	2
	 	 	
Section 1.01
	 	Definitions
	 	2
	 	 	
Section 1.02
	 	Terms Generally
	 	35
	 	 	
Section 1.03
	 	Accounting and Code Terms
	 	35
	 	 	
Section 1.04
	 	Time References
	 	35
	ARTICLE II THE LOANS
	 	36
	 	 	
Section 2.01
	 	The Commitments
	 	36
	 	 	
Section 2.02
	 	Making the Tranche A Revolving Loans
	 	40
	 	 	
Section 2.03
	 	Tranche A Revolving Loan Notes
	 	42
	 	 	
Section 2.04
	 	Limitation on Types of Tranche A Revolving Loans; Illegality
	 	42
	 	 	
Section 2.05
	 	Repayment of Tranche A Revolving Loans; Evidence of Debt
	 	42
	 	 	
Section 2.06
	 	Interest
	 	43
	 	 	
Section 2.07
	 	Prepayment of Tranche A Revolving Loans
	 	44
	 	 	
Section 2.08
	 	Fees
	 	45
	 	 	
Section 2.09
	 	Taxes
	 	46
	 	 	
Section 2.10
	 	Cash Management
	 	48
	ARTICLE III SECURITY AND ADMINISTRATIVE PRIORITY
	 	51
	 	 	
Section 3.01
	 	Collateral; Grant of Lien and Security Interest
	 	51
	 	 	
Section 3.02
	 	Administrative Priority
	 	54
	 	 	
Section 3.03
	 	Grants, Rights and Remedies
	 	54
	 	 	
Section 3.04
	 	No Filings Required
	 	54
	 	 	
Section 3.05
	 	Survival
	 	54
	ARTICLE IV PAYMENTS AND OTHER COMPENSATION
	 	55
	 	 	
Section 4.01
	 	Payments; Computations and Statements
	 	55
	 	 	
Section 4.02
	 	Sharing of Payments, Etc.
	 	56
	 	 	
Section 4.03
	 	Apportionment of Payments
	 	57
	 	 	
Section 4.04
	 	Increased Costs and Reduced Return
	 	57
	 	 	
Section 4.05
	 	Joint and Several Liability of the Borrowers
	 	59
	ARTICLE V CONDITIONS TO LOANS
	 	60
	 	 	
Section 5.01
	 	Conditions Precedent to Effectiveness
	 	60
	 	 	
Section 5.02
	 	Conditions Precedent to all Tranche A Revolving Loans
	 	62
	ARTICLE VI REPRESENTATIONS AND WARRANTIES
	 	63
	 	 	
Section 6.01
	 	Representations and Warranties
	 	63




 






 




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	ARTICLE VII COVENANTS OF THE BORROWER
	 	71
	 	 	
Section 7.01
	 	Affirmative Covenants
	 	71
	 	 	
Section 7.02
	 	Negative Covenants
	 	84
	ARTICLE VIII EVENTS OF DEFAULT
	 	89
	 	 	
Section 8.01
	 	Events of Default
	 	89
	ARTICLE IX AGENT
	 	94
	 	 	
Section 9.01
	 	Appointment
	 	94
	 	 	
Section 9.02
	 	Nature of Duties
	 	94
	 	 	
Section 9.03
	 	Rights, Exculpation, Etc.
	 	95
	 	 	
Section 9.04
	 	Reliance
	 	96
	 	 	
Section 9.05
	 	Indemnification
	 	96
	 	 	
Section 9.06
	 	Agent Individually
	 	96
	 	 	
Section 9.07
	 	Successor Agent
	 	96
	 	 	
Section 9.08
	 	Collateral Matters
	 	97
	ARTICLE X MISCELLANEOUS
	 	99
	 	 	
Section 10.01
	 	Notices, Etc.
	 	99
	 	 	
Section 10.02
	 	Amendments, Etc.
	 	100
	 	 	
Section 10.03
	 	No Waiver; Remedies, Etc.
	 	101
	 	 	
Section 10.04
	 	Expenses; Taxes; Attorneys’ Fees
	 	101
	 	 	
Section 10.05
	 	Right of Set-off
	 	102
	 	 	
Section 10.06
	 	Survival
	 	102
	 	 	
Section 10.07
	 	Severability
	 	103
	 	 	
Section 10.08
	 	Assignments and Participations
	 	103
	 	 	
Section 10.09
	 	Counterparts
	 	106
	 	 	
Section 10.10
	 	GOVERNING LAW
	 	106
	 	 	
Section 10.11
	 	WAIVER OF JURY TRIAL, ETC
	 	106
	 	 	
Section 10.12
	 	Consent by the Agent and Tranche A Lenders
	 	107
	 	 	
Section 10.13
	 	Prior Agreements
	 	107
	 	 	
Section 10.14
	 	No Party Deemed Drafter
	 	107
	 	 	
Section 10.15
	 	Oakwood Homes Corporation as Agent for Borrowers
	 	107
	 	 	
Section 10.16
	 	Indemnification
	 	108
	 	 	
Section 10.17
	 	Records
	 	108
	 	 	
Section 10.18
	 	Binding Effect
	 	108




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SCHEDULES AND EXHIBITS



	 	 	 
	Schedule 1.01(A)	 	
Borrowers
	Schedule 1.01(B)	 	
Agent’s Account
	Schedule 1.01(C)	 	
Eligible Inventory
	Schedule 1.01(D)	 	
Existing Indebtedness
	Schedule 1.01 (E)	 	
Non-Avoidable Secured Claims
	Schedule 1.01 (EE)	 	
Repurchase Agreements with Lenders
	Schedule 1.01 (EEE)	 	
Non-Pledged Accounts
	Schedule 1.01(F)	 	
Tranche A Lenders and Tranche A Total Commitments Percentages
	Schedule 1.01(G)	 	
Tranche B Facility Indenture
	Schedule 2.10(A)	 	
Cash Managemen Accounts/Pledged Accounts
	Schedule 6.01(E)	 	
Subsidiaries
	Schedule 6.01(O)	 	
Real Property
	Schedule 6.01(R)	 	
Environmental Matters
	Schedule 6.01(U)	 	
Intellectual Property
	Schedule 6.01(W)	 	
Place of Business; Chief Executive Office
	Schedule 6.01(BB)	 	
IRB Properties
	Schedule 6.01(EE)	 	
Non-Pledged Excluded Entities
	Schedule 7.01(K)	 	
Location of Inventory and Equipment
	Schedule 7.02(B)	 	
Existing Liens
	Schedule 7.02(F)	 	
Existing Investments
	Schedule 7.02(Q)	 	
Pooling and Servicing Agreements
	Exhibit A	 	
Form of Notice of Borrowing
	Exhibit B	 	
Form of Final Bankruptcy Court Order
	Exhibit C	 	
Form of Assignment and Acceptance
	Exhibit D	 	
Form of Tranche A Borrowing Base Certificate
	Exhibit E	 	
Form of Legal Opinion from Borrower’s Counsel
	Exhibit F	 	
Budget



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DEBTOR-IN-POSSESSION FINANCING AND SECURITY AGREEMENT


     This DEBTOR-IN-POSSESSION FINANCING AND SECURITY AGREEMENT, dated as of
January 28, 2003, by and among Oakwood Homes Corporation, as a debtor and a
debtor-in-possession, a North Carolina corporation (the “Parent”), the
affiliates of the Parent listed on Schedule 1.01(A) hereto, each as a debtor
and a debtor-in-possession (together with the Parent, individually a “Debtor
Borrower” and collectively, the “Debtor Borrowers”), Oakwood Servicing Holdings
Co., LLC, a Nevada limited liability company (individually the “Non-Debtor
Borrower” and collectively with the Debtor Borrowers, the “Borrowers”), the
Tranche A Lenders party hereto and set forth on Schedule 1.01(F) hereto (each
individually a “Tranche A Lender” and collectively, the “Tranche A Lenders”)
and Greenwich Capital Financial Products, Inc., a Delaware corporation, as
agent for the Tranche A Lenders (in such capacity, the “Agent”).


RECITALS


     WHEREAS, on November 15, 2002, the Debtor Borrowers commenced cases (the
“Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the
“Bankruptcy Code”) in the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”), and the Debtor Borrowers have retained
possession of their assets and are authorized under the Bankruptcy Code to
continue the operation of their businesses as debtors-in-possession;


     WHEREAS, by an order dated November 15, 2002, the Bankruptcy Court
authorized the joint administration of the bankruptcy estate of each Debtor
Borrower;


     WHEREAS, the Non-Debtor Borrower is not a party to the Chapter 11 Cases
but is a wholly-owned, direct Subsidiary of OAC LLC, which is a Debtor
Borrower;


     WHEREAS, the Borrowers, the Tranche A Lenders and the Agent wish to enter
into an agreement to provide a senior, secured, superpriority
debtor-in-possession financing facility of up to $140,000,000 on a revolving
basis (the “Tranche A Facility”) to the Borrowers, to be used by the Borrowers
to pay off the Foothill Facility and for working capital and other general
corporate purposes, including the costs of the Chapter 11 Cases, in accordance
with the Budget;


     WHEREAS, Oakwood Advance Receivables Company II, L.L.C., a Nevada limited
liability company and a wholly-owned Subsidiary of the Non-Debtor Borrower (the
“Tranche B Issuer”), the Tranche A Lenders and the Agent also intend to enter
into other agreements to provide a senior, secured, superpriority
debtor-in-possession financing facility of up to $75,000,000 on a revolving
basis (the “Tranche B Facility”) to the Tranche B Issuer, to be used by the
Tranche B Issuer for the purchase of new P&I Advances from the Non-Debtor
Borrower;


     NOW, THEREFORE, the Borrowers, the Tranche A Lenders and the Agent hereby
agree as follows:


 






 


ARTICLE I

DEFINITIONS; CERTAIN TERMS


     Section 1.01 Definitions. As used in this Agreement, the following terms
shall have the respective meanings indicated below, such meanings to be
applicable equally to both the singular and plural forms of such terms:


               “Action” has the meaning specified therefor in Section 10.12.


               “Account Control Agreement” means an account control agreement, in form
and substance satisfactory to Agent, executed and delivered by the applicable
Borrower, Agent and the applicable Securities Intermediary with respect to a
Securities Account or the Cash Management Bank with respect to the Cash
Collateral Account and the Cash Management Accounts.


               “Account Debtor” means any Person who is or who may become obligated
under, with respect to, or on account of, an Account, Chattel Paper, or a
General Intangible.


               “Accounts” means all of Borrowers’ now owned or hereafter acquired right,
title, and interest with respect to “accounts” (as that term is defined in the
Code), but excluding any accounts in which any Borrower’s only interest in such
account arises solely in a fiduciary capacity.


               “Additional Documents” has the meaning set forth in Section 3.01(f)
hereof.


               “Additional Cash Management Bank Deposits” has the meaning set forth in
Section 2.10(a) hereof.


               “Administrative Borrower” means the Parent or any one Borrower (other than
the Non-Debtor Borrower) designated as such from time to time by the Borrowers
in a written notice to the Agent.


               “Advance Rate” means the advance rate listed for each Tranche A Borrowing
Base Asset listed in Section 2.01(a) herein.


               “Affiliate” means, as to any Person, any other Person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person. For purposes of this definition,
“control” of a Person means the possession, directly or indirectly, of the
power to direct the management and policies of a Person, whether through the
ownership of the Capital Stock, by contract, or otherwise; provided, however,
that, for purposes of the definition of Eligible Accounts and Section 7.02(k)
hereof: (a) any Person which owns directly or indirectly 20% or more of the
securities having ordinary voting power for the election of directors or other
members of the governing body of a Person or 20% or more of the partnership or
other ownership interests of a Person (other than as a limited partner of such
Person) shall be deemed to control such Person; (b) each director (or
comparable manager) of a Person shall be deemed to be an Affiliate of such
Person; and (c) each partnership or joint venture in which a Person is a
partner or joint venturer shall be deemed to be an Affiliate of such


2






 




Person. Notwithstanding anything herein to the contrary, in no event
shall the Agent or any Tranche A Lender be considered an “Affiliate” of any
Borrower.


               “Agent” has the meaning specified therefor in the preamble hereto.


               “Agent Advances” has the meaning specified therefor in Section 9.08(a).


               “Agent’s Account” means an account at a bank designated by the Agent from
time to time as the account into which the Borrowers shall make all payments to
the Agent for the benefit of the Agent and the Tranche A Lenders under this
Agreement and the other Tranche A Revolving Loan Documents; unless and until
Agent notifies the Administrative Borrower and the Tranche A Lenders to the
contrary, Agent’s Account shall be that certain Deposit Account listed on
Schedule 1.01(B).


               “Agreed Administrative Expense Priorities” shall mean that administrative
expenses with respect to the Debtor Borrowers entitled to priority pursuant to
Sections 503 and 507 of the Bankruptcy Code and, with respect to sub-clause
(ii) of clause “first”, any official committee appointed by the Bankruptcy
Court shall have the following order of priority:



		
	 	               first, (i) amounts payable pursuant to 28 U.S.C. § 1930(a)(6), (ii)
allowed fees and expenses of attorneys, accountants and other
professionals retained by formal application in the Chapter 11 Cases
pursuant to Sections 327 and 1103 of the Bankruptcy Code, but the amount
entitled to priority under sub-clause (ii) of this clause first
(“Priority Professional Expenses”) shall not exceed $5,000,000
outstanding and unpaid in the aggregate at any time (inclusive of any
holdbacks required by the Bankruptcy Court and any amounts unbilled for
services performed prior to a Priority Triggering Event) (the
“Professional Expense Cap”); provided, however, that (A) after the Agent
has provided (by hand or facsimile) written notice to the Administrative
Borrower of the occurrence of an Event of Default hereunder or a default
by the Borrowers in any of their obligations under the Final Bankruptcy
Court Order (a “Priority Triggering Event”), any payments actually made
to such professionals after the occurrence and during the continuance of
such Event of Default or default, under Sections 330 and 331 of the
Bankruptcy Code or otherwise, shall reduce the Professional Expense Cap
on a dollar-for-dollar basis and (B) for the avoidance of doubt, any
payment actually made to such professionals prior to the notice described
in subclause (A) above may be retained by such professionals and not
reduce the Professional Expense Cap; and (iii) following a Priority
Triggering Event, budgeted and unpaid payroll, payroll taxes and other
items withheld from payroll or payroll checks (“Priority Trailing
Expenses”) not to exceed $1,500,000;
	 
	 	               second, all Obligations, and
	 
	 	               third, all other allowed administrative expenses.



               “Agreement” means this Debtor-in-Possession Financing and Security
Agreement, including all amendments, modifications and supplements and any
exhibits or schedules to any of the foregoing, and shall refer to the Agreement
as the same may be in effect at the time such reference becomes operative.


3






 


               “Assignment and Acceptance” means an assignment and acceptance entered
into by an assigning Tranche A Lender and an assignee, and accepted by the
Agent, in accordance with Section 10.08 hereof and substantially in the form of
Exhibit C hereto.


               “Authorized Officer” means the chief financial officer, president or an
executive vice president of the Administrative Borrower.


               “Avoidance Actions” means actions available to the bankruptcy estate of
Borrowers in the Chapter 11 Case pursuant to Sections 544, 545, 547, 548, 549,
550, 553(b) or 724(a) of the Bankruptcy Code.


               “Bankruptcy Code” has the meaning specified therefor in the recitals
hereto.


               “Bankruptcy Court” has the meaning specified therefor in the recitals
hereto.


               “Base Commitment” has the meaning specified therefor in the definition of
“Tranche A Total Commitment”.


               “Board” means the Board of Governors of the Federal Reserve System of the
United States.


               “Book Value” means, the lower of (i) cost and (ii) market value, in each
case determined in accordance with GAAP.


               “Books” means all of each Borrower’s now owned or hereafter acquired books
and records (including all of its Records indicating, summarizing, or
evidencing its assets (including the Collateral) or liabilities, all of its
Records relating to its business operations or financial condition, and all of
its Goods or General Intangibles related to such information).


               “Borrower” and “Borrowers” have the meanings specified therefor in the
preamble hereto.


               “Borrowing Base Exempt Proceeds” has the meaning set forth in Section
2.07(b)(ii) herein.


               “Break-up Fee” has the meaning specified therefor in Section 2.08(b).


               “Budget” means the “Updated 2003 Forecast v40” dated January 10, 2003
attached hereto as Exhibit F, including a monthly cash flow forecast from
January 2003 through September 2003, prepared by the Borrowers and delivered to
the Agent, as such forecast may from time to time be supplemented or revised by
the Debtor Borrowers in a manner acceptable to the Tranche A Lenders.


               “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks in New York City, Omaha, Nebraska or Greensboro, North
Carolina are authorized or required to close; provided, however, that when used
in connection with the calculation of the LIBO Base Rate, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in
dollar deposits in the London interbank market.


4






 


               “Capital Expenditures” means, with respect to any Person for any period,
the sum of (i) the aggregate of all expenditures by such Person and its
Subsidiaries during such period that in accordance with GAAP are or should be
included in “property, plant and equipment” or similar fixed asset account on
its balance sheet, whether such expenditures are paid in cash or financed and
including all Capitalized Lease Obligations paid or payable during such period,
and (ii) to the extent not covered by clause (i) above, the aggregate of all
expenditures by such Person and its Subsidiaries to acquire by purchase or
otherwise the business or fixed assets of, or the Capital Stock of, any other
Person.


               “Capital Guideline” means any law, rule, regulation, policy, guideline or
directive (whether or not having the force of law and whether or not the
failure to comply therewith would be unlawful) (i) regarding capital adequacy,
capital ratios, capital requirements, the calculation of a bank’s capital or
similar matters, or (ii) affecting the amount of capital required to be
obtained or maintained by the Tranche A Lenders or any Person controlling any
Tranche A Lender, or the manner in which the Tranche A Lenders or any Person
controlling any Tranche A Lender allocate capital to any of their contingent
liabilities (including letters of credit), advances, acceptances, commitments,
assets or liabilities.


               “Capitalized Lease” means, with respect to any Person, any lease of real
or personal property by such Person as lessee which is required under GAAP to
be capitalized on the balance sheet of such Person.


               “Capitalized Lease Obligations” means, with respect to any Person,
obligations of such Person and its Subsidiaries under Capitalized Leases, and,
for purposes hereof, the amount of any such obligation shall be the capitalized
amount thereof determined in accordance with GAAP.


               “Capital Stock” means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, and (ii)
with respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person.


               “Carve-Out Expenses” means those amounts, fees, expenses and claims set
forth in clause “first” of the definition of the term “Agreed Administrative
Expense Priorities.”


               “Cash
Collateral Account” means the Deposit Account no. xxxxx with
the Cash Management Bank opened in the name of the Administrative Borrower (or
such other Borrower as Agent shall determine in its Permitted Discretion), and
any replacement cash collateral account opened in accordance with the
procedures in Section 2.10(c) hereof.


               “Cash Management Accounts” meaning all of the Borrowers’
currently-existing Deposit Accounts (including the Concentration Account) at
the Cash Management Bank, which Deposit Accounts as of the date hereof are
listed on Schedule 2.10(A) hereto, and any replacement cash management account
opened in accordance with the procedures in Section 2.10(c) hereof.


               “Cash Management Bank” has the meaning set forth in Section 2.10(a).


5






 


               “Casualty Event” means, with respect to any Property of any Borrower, any
loss of or damage to, or any condemnation or other taking of, such Property for
which such Borrower or any of its Subsidiaries receives insurance proceeds, or
proceeds of a condemnation award or other compensation.


               “Chapter 11 Cases” shall have the meaning given that term in the recitals
to this Agreement.


               “Chattel Paper” means “chattel paper” as that term is defined in the Code.


               “Code” means the New York Uniform Commercial Code, as in effect from time
to time, together with any replacement or successor statutes enacted thereto,
including, without limitation, revised Article 9 thereof.


               “Collateral” means all of each Borrower’s now owned or hereafter acquired
right, title, and interest in and to each of the following (including, without
limitation, all Property of the estate of each Debtor Borrower (within the
meaning of the Bankruptcy Code)):



		
	 	               (a) Accounts;
	 
	 	               (b) Books;
	 
	 	               (c) Chattel Paper (whether tangible or electronic);
	 
	 	               (d) Commercial Tort Claims;
	 
	 	               (e) Documents;
	 
	 	               (f) Deposit Accounts (including the Cash Collateral Account, the
Concentration Account and the other Cash Management Accounts and any
funds of the Borrowers that may be on deposit from time to time in the
Lockbox Account but excluding the Non-Pledged Accounts);
	 
	 	               (g) Equipment;
	 
	 	               (h) Fixtures;
	 
	 	               (i) General Intangibles and Payment Intangibles (including all
Servicing Advance Receivables and Servicing Fees, the Servicing Rights
and all causes of action under the Bankruptcy Code or otherwise, other
than Avoidance Actions);
	 
	 	               (j) Goods;
	 
	 	               (k) Instruments;
	 
	 	               (l) Intellectual Property;
	 
	 	               (m) Inventory;



6






 





		
	 	               (n) Investment Property (including the Debtor Borrowers’ Capital
Stock in their Non-Debtor Subsidiaries but excluding those Subsidiaries
listed on Schedule 6.01(ee) hereto);
	 
	 	               (o) Letter-of-Credit Rights;
	 
	 	               (p) Negotiable Collateral;
	 
	 	               (q) Real Property Collateral;
	 
	 	               (r) Supporting Obligations;
	 
	 	               (s) money or other assets of each such Borrower that now or
hereafter come into the possession, custody, or control of any Tranche A
Lender;
	 
	 	               (t) all other Personal Property of the Borrowers, wherever located
and whether now or hereafter existing, and whether now owned or hereafter
acquired, of every kind and description, whether tangible or intangible;
and
	 
	 	               (u) Proceeds, products, rents and profits, whether tangible or
intangible, of any of the foregoing, including proceeds of insurance
covering any or all of the foregoing, and any and all tangible or
intangible property resulting from the sale, exchange, collection, or
other disposition of any of the foregoing, or any portion thereof or
interest therein, and the Proceeds thereof.



Provided, that to the extent transferred (whether transferred prior to the
Filing Date or thereafter) by OAC LLC to the “Transferor” (as defined in the
Warehouse Facility Documents) pursuant to the Warehouse Facility Documents
prior to the date of delivery by the Agent of a notice to the Administrative
Borrower and the Warehouse Lender that an Event of Default has occurred
hereunder, any Accounts (but specifically excluding Eligible Accounts),
Mortgage Loans (but specifically excluding Agent’s mortgages on the Real
Property or aircrafts of any Borrower), Installment Sales Contracts, Chattel
Paper, or related documents, in each case arising with respect to retail
financing to consumers, upon such transfer in accordance with the Warehouse
Facility Documents, and for no other purpose whatsoever, shall not constitute
Collateral or Tranche A Borrowing Base Assets hereunder and, to the extent
there is any Lien on or security interest in such property created by this
Agreement or any other Tranche A Revolving Loan Documents prior to such
transfer, then automatically and without any further action by Agent, such
property shall be released from the Lien of, and the security interest created
by this Agreement and any other Tranche A Revolving Loan Documents, provided,
further, that if the foregoing Accounts, Mortgage Loans, Installment Sales
Contracts, Chattel Paper or related documents are conveyed back to any Borrower
for any reason consistent with the Warehouse Facility Documents, then such
assets shall automatically upon re-conveyance and without any further action by
any party, become subject to the security interest and Lien of Agent, and shall
for all purposes, constitute part of the Collateral.


Subject to any valid reclamation rights a particular vendor may have, the
Borrowers’ “raw materials” and “supplies” (as defined in Balance Sheet Schedule
A of the Executive Report) shall


7






 




be included in the Collateral. Moreover, the Collateral shall not include any
assets of the Excluded Entities, nor shall it include the Tranche B Collateral.


               “Collateral Access Waiver” means a landlord waiver, mortgagee waiver,
bailee letter, or acknowledgement agreement of any lessor, warehouseman,
processor, consignee, or other Person in possession of, having a Lien upon, or
having rights or interests in the Collateral, in form acceptable to Agent, or
the inclusion of such provisions in the Final Bankruptcy Court Order as may be
acceptable to Agent.


               “Commercial Tort Claim” means a “commercial tort claim” as that term is
defined in the Code.


               “Commitment” means, with respect to each Tranche A Lender, the commitment
of such Tranche A Lender to make Tranche A Revolving Loans to the Borrowers in
the percentage of the Tranche A Total Commitment set forth opposite such
Tranche A Lender’s name in Schedule 1.01(F) hereto.


               “Concentration Account” means Borrowers’ concentration account number
2000000983947, at Wachovia Bank, National Association, Charlotte, North
Carolina, or such other concentration account established by Borrowers with
prior written consent of Agent.


               “Confirmation Date” has the meaning set forth in Section 7.01(v) herein.


               “Control” means “control” as that term is defined in the Code.


               “Contingent Obligation” means, with respect to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations (“primary obligations”) of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly, including,
without limitation, (i) the direct or indirect guaranty, endorsement (other
than for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the
obligation of a primary obligor, (ii) the obligation to make take-or-pay or
similar payments, if required, regardless of nonperformance by any other party
or parties to an agreement, (iii) any obligation of such Person, whether or not
contingent, (A) to purchase any such primary obligation or any Property
constituting direct or indirect security therefor, (B) to advance or supply
funds (1) for the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (C) to purchase
Property, assets, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (D) otherwise to assure or hold
harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the term “Contingent Obligation” shall not include any
product warranties extended in the ordinary course of business. The amount of
any Contingent Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the primary obligation with respect to which such
Contingent Obligation is made (or, if less, the maximum amount of such primary
obligation for which such Person may be liable pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated


8






 




liability with respect thereto (assuming such Person is required to
perform thereunder), as determined by such Person in good faith.


               “Corporate Advance Receivables” has the meaning specified therefor in
Section 2.01(a) hereof.


               “Creditors Committee” means the Official Committee of Unsecured Creditors
appointed by the United States Trustee for the District of Delaware in the
Chapter 11 Cases.


               “Dealers” means independent dealers that sell manufactured housing or
mobile homes at retail to consumers, and other non-retail customers of the
Borrowers.


               “Debtor Borrower” has the meaning specified therefor in the preamble
hereto.


               “Debtor Borrower Intellectual Property” means all Intellectual Property
owned by, or licensed to, the Debtor Borrowers or used in connection with the
businesses of the Debtor Borrowers as currently conducted and as currently
proposed to be conducted.


               “Default” means an event which, with the giving of notice or the lapse of
time or both, would constitute an Event of Default.


               “Deposit Account” means all of Borrowers’ now owned or hereafter acquired
right, title and interest with respect to any “deposit account” (as that term
is defined in the Code), including, without limitation, any demand, time,
savings, passbook or similar account maintained with a bank (including the
Concentration Account and the Cash Management Accounts), but not including
deposit accounts held in a fiduciary or agency capacity or the Non-Pledged
Accounts.


               “Dilution” means, as of any date of determination, a percentage, based
upon the experience of the immediately prior 90 days that is the result of
dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising
allowances, credits, or other dilutive items with respect to the Accounts owed
by Dealers during such period, by (b) sales during such period. For purposes
of calculating Dilution, each of Borrowers’ respective Divisions will be
calculated individually.


               “Disposition” means any transaction, or series of related transactions,
pursuant to which any Borrower or any of its Subsidiaries sells, assigns,
transfers or otherwise disposes of any Property or assets (whether now owned or
hereafter acquired) to any other Person, in each case whether or not the
consideration therefor consists of cash, securities or other assets owned by
the acquiring Person, excluding Permitted Dispositions.


               “Division” means of each Borrowers’ individual manufacturing business
units in effect from time to time, which as of the Closing Date, consist of
“Golden West Perris,” “Golden West Albany,” “Destiny,” “Schult,” and “HBOS,”
and “Divisions” means, collectively, without duplication, each of the
foregoing.


               “Dollars” or “$” means United States dollars.


               “Due Diligence Fee” has the meaning set forth in Section 2.08(b).


9






 


               “EBITDA” means, for any period, as defined, consistent with the Budget,
the sum of the following: (a) “Pretax Net Income” (as such term is defined in
the Budget) (excluding therefrom, to the extent included in determining Pretax
Net Income, any items of extraordinary gain, including net gains on the sale of
assets other than asset sales in the ordinary course of business, and adding
thereto, to the extent included in determining Pretax Net Income, any items of
extraordinary loss, including net losses on the sale of assets other than asset
sales in the ordinary course of business), plus (b) to the extent included in
determining Pretax Net Income, interest and dividend expense, whether paid in
cash or in kind (including the amortization or write-off of debt discount and
issuance costs and commissions and discounts and other fees and charges
associated with Indebtedness), plus (c) to the extent included in determining
Pretax Net Income, depreciation and amortization (including but not limited to,
goodwill and organizational costs and any write-offs of purchased technology),
plus (d) to the extent included in determining Pretax Net Income, other
non-cash charges, minus (e), to the extent included in determining Pretax Net
Income, other non-cash credits.


               “Effective Date” means the date on which all of the conditions precedent
set forth in Section 5.01 are satisfied.


               “Eligible Accounts” means those Accounts created by any Borrower in the
ordinary course of its business, that arise out of its sale of finished goods
to Dealers, that comply with each of the representations and warranties
respecting Eligible Accounts made by the Borrowers under the Tranche A
Revolving Loan Documents, and that are not excluded as ineligible by virtue of
one or more of the criteria set forth below; provided, however, that such
criteria may be made more restrictive from time to time by Agent in Agent’s
Permitted Discretion (for such periods of time as may be determined by Agent)
to address the results of any audit performed by Agent from time to time after
the Effective Date. In determining the amount to be included, Eligible
Accounts shall be calculated net of customer deposits and unapplied cash
remitted to the Borrowers. Eligible Accounts shall not include the following:


               (a) Accounts that the Account Debtor has failed to pay within 30 days of
original invoice date or Accounts with selling terms of more than 30 days;


               (b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or
more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed
ineligible under clause (a) above;


               (c) Accounts with respect to which the Account Debtor is an employee,
Affiliate, or agent of any Borrower, or a retail consumer;


               (d) Accounts arising in a transaction wherein goods are placed on
consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale
on approval, or any other terms by reason of which the payment by the Account
Debtor may be conditional;


               (e) Accounts that are not payable in Dollars;


               (f) Accounts with respect to which the Account Debtor either (i) does not
maintain its chief executive office in the United States, or (ii) is not
organized under the laws of the United States or any state thereof, or (iii) is
the government of any foreign country or


10






 




sovereign state, or of any state, province, municipality, or other
political subdivision thereof, or of any department, agency, public
corporation, or other instrumentality thereof, unless the Account is supported
by an irrevocable letter of credit satisfactory to Agent (as to form,
substance, and issuer or domestic confirming bank) that has been delivered to
Agent and is directly drawable by Agent;


               (g) Accounts with respect to which the Account Debtor is either (i) the
United States or any department, agency, or instrumentality of the United
States (exclusive, however, of Accounts with respect to which the applicable
Borrower has complied, to the reasonable satisfaction of Agent, with the
Assignment of Claims Act, 31 USC § 3727), or (ii) any state of the United
States (exclusive, however, of (y) Accounts owed by any state that does not
have a statutory counterpart to the Assignment of Claims Act or (z) Accounts
owed by any state that does have a statutory counterpart to the Assignment of
Claims Act as to which the applicable Borrower has complied to Agent’s
satisfaction);


               (h) Accounts with respect to which the Account Debtor is a creditor of any
Borrower, has or has asserted a right of set-off, has disputed its liability,
or has made any claim with respect to its obligation to pay the Account, to the
extent of such claim, right of set-off, or dispute;


               (i) Accounts with respect to an Account Debtor whose total obligations
owing to Borrowers exceed 10% (such percentage as applied to a particular
Account Debtor being subject to reduction or increase by Agent in its Permitted
Discretion on a case-by-case basis, based upon any change in the
creditworthiness of such Account Debtor) of all Eligible Accounts, to the
extent of the obligations owing by such Account Debtor in excess of such
percentage;


               (j) Accounts with respect to which the Account Debtor is subject to an
Insolvency Proceeding, is not Solvent, has gone out of business, or as to which
a Borrower has received notice of an imminent Insolvency Proceeding or a
material impairment of the financial condition of such Account Debtor;


               (k) Accounts with respect to which the Account Debtor is located in the
states of New Jersey, Minnesota, or West Virginia (or any other state that
requires a creditor to file a business activity report or similar document in
order to bring suit or otherwise enforce its remedies against such Account
Debtor in the courts or through any judicial process of such state), unless the
applicable Borrower has qualified to do business in New Jersey, Minnesota, West
Virginia, or such other states, or has filed a business activities report with
the applicable division of taxation, the department of revenue, or with such
other state offices, as appropriate, for the then-current year, or is exempt
from such filing requirement;


               (l) Accounts, the collection of which, Agent, in its Permitted Discretion,
believes to be doubtful by reason of the Account Debtor’s financial condition;


               (m) Accounts that are not subject to the Agent’s valid and perfected first
priority Lien under the Tranche A Revolving Loan Documents;

11






 



               (n) Accounts with respect to which (i) the goods giving rise to such
Account have not been shipped and billed to the Account Debtor, or (ii) the
services giving rise to such Account have not been performed and billed to the
Account Debtor;


               (o) Accounts that represent the right to receive progress payments or
other advance billings that are due prior to the completion of performance by
the applicable Borrower of the subject contract for goods or services; or


               (p) Accounts with respect to which an Account Debtor has earned Dealer
Rebates as evidenced by G/L account # 24320, Dealer Assistance as evidenced G/L
account # 24321, or Dealer Advertising Allowances as evidenced by G/L
account #
24322, (collectively “Dealer Rebates”). The calculation of the ineligible
portion is the lesser of (i) total Dealer Rebates due and (ii) outstanding
eligible debtor accounts.


               “Eligible Inventory” means Inventory of Borrowers consisting of first
quality finished goods comprised of manufactured housing or mobile homes held
for sale in the ordinary course of Borrowers’ business located at one of the
business locations of Borrowers set forth on Schedule 1.01(C) (or (i) in
transit between any such locations, (ii) in transit to a customer lot location
pursuant to a retail customer purchase contract or (iii) in the case of
Suburban, on lots for sale or rent in mobile home developments or parks, all
subject to subsection (b) below), that complies with each of the
representations and warranties respecting Eligible Inventory made by Borrowers
in the Tranche A Revolving Loan Documents, and that is not excluded as
ineligible by virtue of one or more of the criteria set forth below; provided,
however, that such criteria may be made more restrictive from time to time by
Agent in Agent’s Permitted Discretion (for such periods of time as may be
determined by Agent) to address the results of any audit or appraisal performed
by Agent from time to time after the Effective Date. In determining the amount
to be so included, Inventory shall be valued at the lower of estimated cost
(excluding any intercompany profit or markup) or market on a basis consistent
with Borrowers’ historical accounting practices. An item of Inventory shall
not be included in Eligible Inventory if:



		
	 	               (a) a Borrower does not have good, valid, and marketable title
thereto,
	 
	 	               (b) it is not located at one of the locations in the United States
set forth on Schedule 1.01(C), unless it is (i) in transit from one such
location to another such location for a period not exceeding a reasonable
transit period, (ii) in transit to a customer lot location pursuant to a
retail customer purchase contract for a period not exceeding a reasonable
transit period or (iii) in the case of Suburban, on lots for sale or rent
in mobile home developments or parks,
	 
	 	               (c) it is located on Real Property leased by a Borrower or in a
contract warehouse, in each case, unless it is segregated or otherwise
separately identifiable from goods of others, if any, stored on the
premises, or, if a Collateral Access Waiver for such location has been
requested by Agent and such Collateral Access Waiver is not in effect,
	 
	 	               (d) it is not subject to Agent’s valid and perfected first priority
Lien,
	 
	 	               (e) it consists of used goods or goods returned or rejected by a
Borrower’s customers, or



12






 





		
	 	               (f) it consists of goods that are obsolete (including, without
limitation, any Inventory manufactured more than 2 years prior to any
Tranche A Revolving Loan date with respect thereto) or slow moving,
restrictive or custom items, work-in-process, raw materials, or goods
that constitute spare parts, packaging and shipping materials, supplies
used or consumed in a Borrower’s business, goods owned by New Dimension
Homes, Inc., bill and hold goods, defective goods, “seconds,” or
Inventory acquired on consignment.



               “Eligible Warehouse Loans” shall have the meaning set forth in the
definition of “Warehouse Equity” herein.


               “Employee Plan” means an employee benefit plan (other than a Multiemployer
Plan) covered by Title IV of ERISA and maintained (or was maintained at any
time during the six (6) calendar years preceding the date of any borrowing
hereunder) for employees of any Borrower or any of its ERISA Affiliates.


               “Environmental Actions” means any complaint, summons, citation, notice,
directive, order, claim, litigation, investigation, judicial or administrative
proceeding, judgment, letter or other communication from any Governmental
Authority involving violations of Environmental Laws or Releases of Hazardous
Materials (i) from any assets, properties or businesses of any Borrower or any
of its Subsidiaries or any predecessor in interest; (ii) from adjoining
properties or businesses; or (iii) onto any facilities which received Hazardous
Materials generated by any Borrower or any of its Subsidiaries or any
predecessor in interest.


               “Environmental Laws” means the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. § 6901, et seq.), the Federal Clean
Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et
seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) and the
Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such laws may
be amended or otherwise modified from time to time, and any other present or
future federal, state, local or foreign statute, ordinance, rule, regulation,
order, judgment, decree, permit, license or other binding determination of any
Governmental Authority imposing liability or establishing standards of conduct
for protection of the environment.


               “Environmental Liabilities and Costs” means all liabilities, monetary
obligations, Remedial Actions, losses, damages, punitive damages, consequential
damages, treble damages, costs and expenses (including all reasonable fees,
disbursements and expenses of counsel, experts and consultants and costs of
investigations and feasibility studies), fines, penalties, sanctions and
interest incurred as a result of any claim or demand by any Governmental
Authority or any third party, and which relate to any environmental condition
or a Release of Hazardous Materials from or onto (i) any Property presently or
formerly owned by any Borrower or any of its Subsidiaries or (ii) any facility
which received Hazardous Materials generated by any Borrower or any of its
Subsidiaries.


               “Environmental Lien” means any Lien in favor of any Governmental Authority
for Environmental Liabilities and Costs.


13






 


               “Equipment” means all of Borrowers’ now owned or hereafter acquired right,
title, and interest with respect to any “equipment” (as that term is defined in
the Code), including, without limitation, all machinery, machine tools, motors,
aircraft (including, without limitation, any engines or propeller of such
aircraft), furniture, furnishings, fixtures, vehicles (including motor
vehicles), tools, parts, goods (other than consumer goods, farm products, or
Inventory), wherever located, including all attachments, accessories,
accessions, replacements, substitutions, additions, and improvements to any of
the foregoing.


               “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, and regulations
thereunder, in each case as in effect from time to time. References to
sections of ERISA shall be construed also to refer to any successor sections.


               “ERISA Affiliate” means, with respect to any Person, any trade or business
(whether or not incorporated) which is a member of a group of which such Person
is a member and which would be deemed to be a “controlled group” within the
meaning of Sections 414(b), (c), (m) and (o) of the Internal Revenue Code.


               “Event of Default” means any of the events set forth in Section 8.01.


               “Exchange Act” means the Securities Exchange Act of 1934, as amended.


               “Excluded Entities” means (a) Oakwood Financial Corporation, (b) Oakwood
Capital Corp., (c) Oakwood Mortgage Investors, Inc. (d) Oak Leaf Holdings, LLC,
(e) Oakwood Investment Corporation, (f) Oakwood NSPV1 Corporation, (g) OMI Note
Trust 2001-A, a Delaware statutory trust, (h) New Dimension Homes of Long Neck,
LLC, (i) New Dimension Homes of Montrose LLC, (j) Oakwood International
Management, LLC, (k) Oakwood International Limited Partnership, a North
Carolina limited partnership, (l) Deutsche Financial Capital I Corp., (m)
Deutsche Financial Capital Securitization, LLC, (n) MHD4 Holding Group, Ltd.,
(o) Acquisition/ USA, Ltd., (p) Tarheel Insurance Company, Ltd. (q) Tranche B
Issuer, (r) Tranche A SPE, (s) Deutsche Financial Capital, LLC and (t) any
other Person formed after the Closing Date, upon prior notice to and consent by
the Agent, in which a Borrower owns Capital Stock, and which Person owns no
assets and does not engage in any business other than acting as a special
purpose vehicle or conduit trust in a Securitization Transaction.


               “Executive Report” means the executive report for Oakwood Homes
Corporation and Subsidiaries dated September 30, 2002.


               “Exempt Proceeds” means Non-Core Exempt Proceeds and Borrowing Base Exempt
Proceeds.


               “Facilities” means the Tranche A Facility and the Tranche B Facility.


               “Facility Fee” has the meaning specified therefor in Section 2.08(a).


               “Federal Funds Rate” means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds


14






 




brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.


               “Filing Date” means November 15, 2002.


               “Final Bankruptcy Court Order” means the order of the Bankruptcy Court
approving the Tranche A Revolving Loans made and to be made to the Borrowers in
accordance with this Agreement granting the Liens contemplated hereby, in the
form of Exhibit B hereto, as the same may be amended, modified or supplemented
from time to time with the express written joinder or consent of the Agent, the
Tranche A Lenders and the Borrowers.


               “Final Maturity Date” means the date which is the earliest of (i) the date
of the substantial consummation (as defined in Section 1101(2) of the
Bankruptcy Code) of a plan of reorganization in the Chapter 11 Cases that has
been confirmed by an order of the Bankruptcy Court, (ii) October 15, 2003,
(iii) the sale of a material part of any Borrower’s assets (excluding Permitted
Dispositions), whether under Section 363 of the Bankruptcy Code, a confirmed
plan of reorganization or otherwise; (iv) the date of the conversion of any of
the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code; (v) the
date of the dismissal of any of the Chapter 11 Cases; or (vi) such earlier date
on which either (A) all Tranche A Revolving Loans shall become due and payable,
in whole, in accordance with the terms of this Agreement and the other Tranche
A Revolving Loan Documents or (B) all Tranche A Revolving Loans and all other
Obligations for the payment of money shall be paid in full and the Tranche A
Total Commitment and this Agreement are terminated.


               “Financial Statements” means (i) the audited consolidated balance sheet of
the Borrowers and their Subsidiaries for the Fiscal Year ended September 30,
2002 and the related consolidated statement of operations, shareholders’ equity
and cash flows for the Fiscal Year then ended and (ii) the unaudited
consolidated balance sheet of the Borrowers and their Subsidiaries as of
October 31, 2002 to November 15, 2002 (inclusive) and November 16 to December
31, 2002 (inclusive) and the related consolidated statement of operations,
shareholder’s equity and cash flows for the two (2) periods then ended.


               “Fiscal Year” means the fiscal year of the Borrowers ending on September
30 of each year.


               “Foothill Facility” means (i) the Loan and Security Agreement dated as of
January 22, 2002, as amended and modified by that certain First Amendment to
Loan Agreement dated as of July 8, 2002 and as further amended and modified by
that certain Second Amendment to Loan Agreement dated as of July 31, 2002 and
(ii) the Senior, Secured, Superpriority Debtor-in-Possession $25,000,000 Loan
and Security Agreement dated as of November 27, 2002 by and among Parent and
the other Debtor Borrowers (each a debtor and debtor-in-possession), the
lenders party thereto and Foothill Capital Corporation as administrative agent.


               “GAAP” means generally accepted accounting principles in effect from time
to time in the United States, applied on a consistent basis, provided that for
the purpose of


15






 




Section 7.02 hereof and the definitions used therein, “GAAP” shall mean
generally accepted accounting principles in effect on the date hereof and
consistent with those used in the preparation of the Financial Statements (to
the extent possible after giving effect to the filing of the Chapter 11 Cases),
provided, further, that if there occurs after the date of this Agreement any
change in GAAP that affects in any respect the calculation of any covenant
contained in Section 7.02 hereof, the Agent and the Parent shall negotiate in
good faith amendments to the provisions of this Agreement that relate to the
calculation of such covenant with the intent of having the respective positions
of the Tranche A Lenders and the Parent after such change in GAAP conform as
nearly as possible to their respective positions as of the date of this
Agreement and, until any such amendments have been agreed upon, the covenants
in Section 7.02 hereof shall be calculated as if no such change in GAAP has
occurred.


               “General Intangibles” means all of Borrowers’ now owned or hereafter
acquired right, title, and interest with respect to “general intangibles” (as
such term is defined in the Code), including payment intangibles (including,
without limitation, all Servicing Advance Receivables and all Supporting
Obligations in respect thereof), contract rights (including, without
limitation, all rights under the Subservicing Agreement), rights to payment,
rights arising under common law, statutes, or regulations, choses or things in
action (including all causes of action arising under the Bankruptcy Code or
otherwise, other than Avoidance Actions), goodwill, patents, trade names,
trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists,
rights to payment and other rights under any royalty or licensing agreements,
infringement claims, computer programs, information contained on computer disks
or tapes, software, literature, reports, catalogs, money, insurance premium
rebates, tax refunds, and tax refund claims, and any and all supporting
obligations in respect thereof, and any other personal property; provided,
however, that General Intangibles shall not include Goods, Accounts, Investment
Property, and Negotiable Collateral.


               “Governmental Authority” means any nation or government, any Federal,
state, city, town, municipality, county, local or other political subdivision
thereof or thereto and any department, commission, board, bureau,
instrumentality, agency or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.


               “Goods” means “goods” as that term is defined in the Code.


               “Guaranties” means the Tranche A Guaranties and the Tranche B Guaranties.


               “Guarantors” means each guarantor under the Guaranties.


               “Hazardous Materials” means (a) any element, compound or chemical that is
defined, listed or otherwise classified as a contaminant, pollutant, toxic
pollutant, toxic or hazardous substances, extremely hazardous substance or
chemical, hazardous waste, special waste, or solid waste under Environmental
Laws; (b) petroleum and its refined products; (c) polychlorinated biphenyls;
(d) any substance exhibiting a hazardous waste characteristic, including but
not limited to, corrosivity, ignitability, toxicity or reactivity as well as
any radioactive or explosive materials; and (e) any raw materials, building
components, including but


16






 




not limited to asbestos-containing materials and manufactured products
containing hazardous substances.


               “Hedging Agreement” means any interest rate, foreign currency, commodity
or equity swap, collar, cap, floor or forward rate agreement, or other
agreement or arrangement designed to protect against fluctuations in interest
rates or currency, commodity or equity values (including, without limitation,
any option with respect to any of the foregoing and any combination of the
foregoing agreements or arrangements), and any confirmation executed in
connection with any such agreement or arrangement.


               “Housing and Corporate EBITDA” means, for any period, EBITDA as defined,
consistent with the Budget, for the Housing and Corporate business segment, as
defined in the Budget.


               “Indebtedness” means, without duplication, with respect to any Person, (i)
all indebtedness of such Person for borrowed money; (ii) all obligations of
such Person for the deferred purchase price of Property or services (other than
trade payables or other account payables incurred in the ordinary course of
such Person’s business and not past due for more than 90 days after the date
such payable was due); (iii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments or upon which interest payments
are customarily made; (iv) all obligations and liabilities of such Person
created or arising under any conditional sales or other title retention
agreement with respect to Property used and/or acquired by such Person, even
though the rights and remedies of the lessor, seller and/or lender thereunder
are limited to repossession or sale of such Property; (v) all Capitalized Lease
Obligations of such Person; (vi) all obligations and liabilities, contingent or
otherwise, of such Person, in respect of letters of credit, bankers acceptances
and similar facilities; (vii) all obligations and liabilities, calculated on a
basis satisfactory to the Agent and in accordance with accepted practice, of
such Person under Hedging Agreements; (viii) all Contingent Obligations; (ix)
liabilities incurred under Title IV of ERISA with respect to any plan (other
than a Multiemployer Plan) covered by Title IV of ERISA and maintained for
employees of such Person or any of its ERISA Affiliates; (x) withdrawal
liability incurred under ERISA by such Person or any of its ERISA Affiliates to
any Multiemployer Plan; (xi) all obligations of such Person under any synthetic
lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing, if the transaction giving rise to such obligation
is considered indebtedness for borrowed money for tax purposes but is
classified as an operating lease in accordance with GAAP; and (xii) all
obligations referred to in clauses (i) through (xi) of this definition of
another Person secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) a Lien upon Property
owned by such Person, even though such Person has not assumed or become liable
for the payment of such Indebtedness. The Indebtedness of any Person shall
include the Indebtedness of any partnership of or joint venture in which such
Person is a general partner or a joint venturer.


               “Indemnified Matters” has the meaning specified therefor in Section 10.16.


               “Indemnitees” has the meaning specified therefor in Section 10.16.


17






 


               “Insolvency Proceeding” means any proceeding commenced by or against any
Person under any provision of the Bankruptcy Code or under any other state or
federal bankruptcy or insolvency law, assignments for the benefit of creditors,
formal or informal moratoria, compositions, extensions generally with
creditors, or proceedings seeking reorganization, arrangement, or other similar
relief.


               “Installment Sales Contract” means a retail installment contract or other
contract or agreement (including promissory notes, Mortgage Loans, or deeds of
trust) originated or acquired by Parent or one of its Subsidiaries with various
retail purchasers regarding either (a) (i) the sale of manufactured housing or
mobile homes and the financing of such sale; (ii) the financing of any
previously owned manufactured housing or mobile homes, (iii) the financing of
any real estate relating to manufactured housing or mobile homes, or (iv) the
refinancing of any such financing, together with all promissory notes,
mortgages, agreements for deed and other writings related thereto, or (b) the
grant of a security interest in such manufactured housing or mobile home or
real property to secure such financing or refinancing.


               “Instruments” means “instruments” as that term is defined in the Code.


               “Intellectual Property” means all rights, priorities and privileges
relating to intellectual property, now existing or hereafter adopted or
acquired, including, without limitation: (i) all patents, reissues and
extensions thereof, patent applications, divisions, continuations and
continuations-in-part, patent disclosures and inventions (whether or not
patentable and whether or not reduced to practice); (ii) all trademarks,
service marks, trade dress, trade styles, logos, trade names, corporate names,
company names, business names, fictitious business names and other source or
business identifiers and Internet domain names and goodwill associated
therewith; (iii) all copyrightable works and mask works and all registrations,
applications and renewals for any of the foregoing; (iv) all trade secrets,
confidential information, ideas, formulae, compositions, compounds, know-how,
manufacturing and production processes and techniques, research and development
information, drawings, specifications, designs, plans, blueprints, surveys,
reports, manuals, operating standards, improvements, proposals, technical and
computer data, financial, business and marketing plans, and customer and
supplier lists and related information; (v) all other proprietary rights
(including, without limitation, all computer software, documentation, data and
databases, and all license agreements and sublicense agreements to and from
third parties relating to any of the foregoing); (vi) all copies and tangible
embodiments of the foregoing (in whatever form or medium); (vii) all damages
and payments, and the right to sue and recover, for past, present and future
infringements of the foregoing; and (viii) all royalties and income due with
respect to the foregoing.


               “Interest Period” means each period commencing on each Remittance Date and
ending on the day prior to the next succeeding Remittance Date.


               “Internal Revenue Code” means the Internal Revenue Code of 1986, as
amended (or any successor statute thereto) and the regulations thereunder.


               “Inventory” means all of Borrowers’ now owned or hereafter acquired right,
title, and interest with respect to all “inventory” (as that term is defined in
the Code), including,


18






 




without limitation, pre-fabricated housing, mobile homes, modular homes
and like materials, goods held for sale or lease or to be furnished under a
contract of service, goods that are leased by a Borrower as lessor, goods that
are furnished by a Borrower under a contract of service, work in process, or
materials used or consumed in a Borrower’s business and raw materials,
including all accessions, additions, attachments, improvements, substitutions
and replacements thereto.


               “Investment Property” means all of Borrowers’ now owned or hereafter
acquired right, title, and interest with respect to “investment property” (as
that term is defined in the Code), and any and all Supporting Obligations in
respect thereof.


               “IRB” means Industrial Revenue Bond.


               “IRB Properties” means the Real Property and related improvements thereto
owned or leased by the Borrowers set forth on Schedule 6.01(BB) hereto.


               “Issuing Bank” means any commercial bank that issues, extends the expiry
of, renews or increases the maximum stated amount of, any Letter of Credit.


               “Letter of Credit” means any letter of credit issued on behalf of the
Borrowers by an Issuing Bank.


               “Letter of Credit Fee” has the meaning set forth in Section 2.08(c).


               “LC Exposure” has the meaning specified therefor in Section 2.01(d).


               “LIBO Base Rate” means for any Tranche A Revolving Loan, with respect to
each Interest Period, the rate per annum equal to the rate appearing at page
3750 of the Telerate Screen as the one-month LIBOR (i) with respect to the
Interest Period beginning on the Effective Date, on the Business Day prior to
the Effective Date, and (ii) with respect to all other Interest Periods, on the
last Business Day of the immediately preceding Interest Period, and if such
rate shall not be so quoted, the rate per annum at which the Reference Banks
are offered Dollar deposits at or about 11:00 a.m., New York time, on such date
by prime banks in the interbank eurodollar market where the eurodollar and
foreign currency exchange operations in respect of their loans are then being
conducted for delivery on such day for a period of one month, and in an amount
comparable to the amount of the Tranche A Revolving Loans then being requested
and to be outstanding on such day.


               “LIBO Rate” means, at any time, a rate per annum determined by the Agent
in accordance with the following formula (rounded upwards to the nearest
1/100th of one percent), which rate as determined by the Agent, shall be
conclusive absent manifest error by the Agent, equal to (i) the LIBO Base Rate
divided by (ii) 1 minus the LIBO Reserve Requirements.


               “LIBO Reserve Requirements” shall mean for any calendar month and for any
Tranche A Lender as to which LIBO Reserve Requirements are actually required to
be maintained, the aggregate (without duplication) of the rates (expressed as a
decimal fraction) of reserve requirements in effect on such day or during such
calendar month, as applicable (including, without limitation, basic,
supplemental, marginal and emergency reserves under any


19






 




regulations of the Board or other Governmental Authority having
jurisdiction with respect thereto), dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board) maintained by a member bank of such
Governmental Authority.


               “Lien” means any mortgage, deed of trust, pledge, lien (statutory or
otherwise), security interest, lease, easement, title defect, restriction,
levy, execution, seizure, attachment, charge or other encumbrance or security
or preferential arrangement of any nature, including, without limitation, any
conditional sale or title retention arrangement, any Capitalized Lease and any
assignment, deposit arrangement or financing lease intended as, or having the
effect of, security.


               “Lockbox Account” means OAC LLC’s payment clearing (lockbox) account
number 2000000733346, at Wachovia Bank and Trust Company, National Association,
Charlotte, North Carolina, or such other lockbox account established by
Borrowers with prior written consent of Agent.


               “Majority Tranche A Lenders” means Tranche A Lenders whose Pro Rata
Shares, taken in the aggregate, represent at least 51% of the Tranche A Total
Commitment.


               “Material Adverse Effect” means a material adverse effect on any of the
following: (i) the operations, business, assets, properties, condition
(financial or otherwise) or prospects of any Borrower (either individually, in
the case of the Parent, the Non-Debtor Borrower or OAC LLC or taken as a whole
for all other Borrowers), (ii) the ability of the Borrowers, taken as a whole,
to perform any of their material obligations under the Tranche A Revolving Loan
Documents to which they are parties or of any of the Parent, OAC LLC or the
Non-Debtor Borrower, taken individually, to perform any of its material
obligations under any Tranche A Revolving Loan Document to which it is a party,
(iii) the legality, validity or enforceability of this Agreement or any other
Tranche A Revolving Loan Document, (iv) the rights and remedies of the Agent
and the Tranche A Lenders under any Tranche A Revolving Loan Document, (v) the
validity, perfection or priority of a Lien in favor of the Agent for the
benefit of the Tranche A Lenders on any material part of the Collateral or (vi)
the value of any material part of the Collateral.


               “Maximum Accounts Advance Rate” means the lesser of (i) 85%, and (ii) 100%
minus two times Dilution + 5.0%.


               “Maximum Borrowing Base Sublimit” means with respect to any Tranche A
Borrowing Base Asset, the highest value permitted for such asset as a component
of the Tranche A Borrowing Base Amount as set forth on Section 2.01(a) hereto.


               “Maximum Credit” shall mean $215,000,000.


               “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.


               “Mortgage” means a mortgage, deed of trust or deed to secure debt, in form
and substance satisfactory to the Agent, made by a Borrower in favor of the
Agent for the benefit of


20






 




the Lenders, securing the Obligations and delivered to the Agent pursuant
to the provisions hereof or otherwise.


               “Mortgage Loan” means a “Mortgage” or a “Mortgage Loan” as defined in the
Warehouse Facility Documents, but shall in no event include any Mortgage in
favor of Agent.


               “Multiemployer Plan” means a “multiemployer plan” as defined in Section
4001(a)(3) of ERISA for which any Borrower or any ERISA Affiliate has
contributed to, or has been obligated to contribute to, at any time during the
preceding six (6) years.


               “Negotiable Collateral” means all of Borrowers’ now owned and hereafter
acquired right, title, and interest with respect to letters of credit,
letter-of-credit rights, Instruments, promissory notes, drafts, Documents, and
Chattel Paper (including electronic chattel paper and tangible chattel paper),
and any and all Supporting Obligations in respect thereof.


               “Net Cash Proceeds” means, (i) with respect to any Disposition by any
Person, the amount of cash received (directly or indirectly) from time to time
(whether as initial consideration or through the payment of deferred
consideration) by or on behalf of such Person or any of its Subsidiaries, in
connection therewith after deducting therefrom only (A) the principal amount of
any Indebtedness secured by any Lien permitted by Section 7.02(b) on any asset
(other than Indebtedness assumed by the purchaser of such asset) and interest,
fees and expenses in respect thereof which is (x) required to be, and is,
repaid in connection with such Disposition (other than Indebtedness under this
Agreement) or (y) in escrow in connection with such Person contesting such
Indebtedness or the Lien securing such Indebtedness in connection with such
Disposition, (B) reasonable costs, fees and expenses related to such
Disposition reasonably incurred by such Person in connection therewith and paid
in cash, and (C) transfer taxes paid by such Person in connection therewith, to
the extent approved (to the extent such approval is required) by the Bankruptcy
Court, and (ii) with respect to the sale or issuance by any Person of any
shares of its Capital Stock, the aggregate amount of cash received (directly or
indirectly) from time to time (whether as initial consideration or through the
payment of deferred consideration) by or on behalf of such Person or any of its
Subsidiaries in connection therewith after deducting therefrom only reasonable
brokerage commissions, underwriting fees and discounts, legal fees and similar
fees and commissions paid or payable by such Person in cash in connection
therewith.


               “Net Liquidation Percentage” means


               (I) Until the date on which a Whole Loan Adjustment is required to be made
in accordance with Section 7.01(t) (the “Whole Loan Adjustment Date”):


               (a) With respect to each Remittance Date up to and including the
Remittance Date in June 2003, the average of (i) the percentage of the actual
manufacturing cost of Borrowers’ Eligible Inventory that is estimated to be
recoverable in a financing-available scenario, in an orderly liquidation of
such Inventory, such percentage to be determined from time to time by a
qualified appraisal company selected by Agent, (ii) the percentage of the book
value of Borrowers’ Inventory that is estimated to be recoverable in a lack of
available financing scenario, in an orderly liquidation of such Inventory, such
percentage to be determined from time


21






 




to time by a qualified appraisal company selected by Agent, and (iii) the
weighted average percentage of manufacturing cost realized by the Borrowers’ in
connection with bona fide wholesale bulk sales in blocks of ten (10) or more
units of Eligible Inventory over the immediately preceding 120 days; provided,
however, that the percentage used in clause (iii) to calculate the average must
not exceed the percentage in clause (i) above;


               (b) With respect to the Remittance Dates in July 2003 and August 2003, the
average of the percentages derived under clauses (I)(a)(i) and (I)(a)(ii)
above;


               (c) With respect to each Remittance Date thereafter, the lower of (x) the
average of the percentages derived under clauses I(a)(i) and (I)(a)(ii) above
and (y) the percentage which when multiplied by the Advance Rate applicable to
Eligible Inventory equals $42,500,000.


               (II) (a) On the Whole Loan Adjustment Date, the average of (x) the
percentage derived under clause (I)(a)(i) and (y) the percentage derived under
clause (I)(a)(ii) above reduced (for purposes of this clause (y)) by the
greater of 3 percentage points (but not in any event to exceed the
Differential) and 50% of the percentage point differential (the “Differential”)
provided in Section 7.01(t) herein;


               (b) With respect to the Remittance Date occurring at least 30 days
following the Whole Loan Adjustment Date, the average of (x) the percentage
derived under clause (I)(a)(i) above and (y) the percentage derived under
clause (I)(a)(ii) above reduced (for purposes of this clause (y)) by the
greater of 5 percentage points (but not in any event to exceed the
Differential) and 75% of the Differential; and


               (c) With respect to each Remittance Date thereafter, the lower of (A) the
average of (x) the percentage derived under clause (I)(a)(i) above and (y) the
percentage derived under clause (I)(a)(ii) above reduced (for purposes of this
clause (y)) by 100% of the Differential and (B) the percentage derived under
clause (I)(a)(ii) above; provided that if the resulting Tranche A Borrowing
Base Amount allocable to Eligible Inventory would be $42,500,000 or more, the
Net Liquidation Percentage for purposes of this clause (II)(c) shall be the
percentage derived under clause (I)(a)(ii) above reduced by 100% of the
Differential.


               “Non-Core Exempt Proceeds” has the meaning set forth in the definition of
“Permitted Dispositions” herein.


               “Non-Debtor Borrower” has the meaning specified therefor in the preamble
hereto.


               “Non-Debtor Subsidiaries” means the Subsidiaries of the Debtor Borrowers
that have not commenced Chapter 11 Cases, including the Non-Debtor Borrower.


               “Non-Excluded Taxes” has the meaning specified therefor in Section
2.09(a).


               “Non-Pledged Accounts” means the Deposit Accounts of various Borrowers
listed on Schedule 1.01(EEE) hereto.


               “Notice of Borrowing” has the meaning specified therefor in Section
2.02(a).


22






 


               “OAC LLC” means Oakwood Acceptance Corporation, LLC, a Delaware limited
liability company and wholly-owned Subsidiary of Parent and successor by merger
to Oakwood Acceptance Corporation, a North Carolina corporation.


               “Obligations” means (i) the obligations of each Borrower or Guarantor to
pay, as and when due and payable (by scheduled maturity, required prepayment,
acceleration, demand or otherwise), all amounts from time to time owing by it
in respect of the Tranche A Revolving Loan Documents, whether for principal,
interest, fees (including the Break-Up Fee), indemnification payments, expense
reimbursements or otherwise, and (ii) the obligations of each Borrower or
Guarantor to perform or observe all of its obligations from time to time
existing under the Tranche A Revolving Loan Documents.


               “OMI” means Oakwood Mortgage Investors, a Nevada corporation and
wholly-owned Subsidiary of OAC LLC.


               “Operating Lease Obligations” means all obligations for the payment of
rent for any real or personal property under leases or agreements to lease,
other than Capitalized Lease Obligations.


               “Parent” has the meaning specified therefor in the preamble hereto.


               “Participant Register” has the meaning specified therefor in Section
10.08(b)(v).


               “Payment Office” means the Agent’s office located at 600 Steamboat Road,
Greenwich, Connecticut 06830, or at such other office or offices of the
Agent as may be designated in writing from time to time by the Agent to the
Administrative Borrower and the Tranche A Lenders.


               “PBGC” means the Pension Benefit Guaranty Corporation or any successor
thereto.


               “Permitted Discretion” means a determination made in good faith and in the
exercise of reasonable (from the perspective of a secured asset-based lender)
business judgment.


               “Permitted Dispositions” means, subject to Section 2.07 hereof, so long as
no Default or Event of Default shall have occurred, (i) any sales of Inventory
and Eligible Warehouse Loans in the ordinary course of business on ordinary
business terms (including wholesale sales of Inventory from liquidating sales
centers, so long as such Inventory is being sold at not less than its Related
Tranche A Borrowing Base Value as of such date and the sale thereof does not
create a Default), provided that any such sale of Eligible Inventory
manufactured after the date hereof shall be at a price not less than the
applicable manufacturing cost, unless the Agent otherwise agrees, (ii) any
disposition to a Borrower not in the ordinary course of business, provided that
the Agent receives 30 days prior written notice of such disposition, (iii) any
lease or license in the ordinary course of business, (iv) all transfers of
assets between Excluded Entities in the ordinary course of business and all
transfers of any asset pursuant to the proviso to the definition of
“Collateral” herein, (v) any disposition of obsolete or worn-out equipment in
the ordinary course of business, (vi) the sale of P&I Advances to the Tranche B
Issuer, (vii) the sale of whole loans by the Warehouse Trust, (viii) any sale
by the


23






 




Warehouse Trust of securities issued in Securitized Transactions and (ix)
(a) any disposition of assets not included in the Tranche A Borrowing Base
Amount for cash consideration at fair market value to the extent that the Net
Cash Proceeds for all such dispositions do not exceed $15,000,000 in the
aggregate (“Non-Core Exempt Proceeds”), which proceeds may be applied by the
Borrowers for general corporate purposes and working capital needs consistent
with the Budget and shall not reduce the Tranche A Total Commitment or the
Tranche A Borrowing Base Amount and (b) any disposition of Real Property
Collateral and REMIC Retained Interests for cash consideration at fair market
value (in an amount not less than 150% of the related Tranche A Borrowing Base
value unless consented to by the Agent) to the extent that the Net Cash
Proceeds for all such dispositions do not exceed $40,000,000.


               “Permitted Indebtedness” means:



		
	 	               (a) any Indebtedness owing to the Agent and the Tranche A Lenders
under this Agreement and the other Tranche A Revolving Loan Documents;
	 
	 	               (b) any Indebtedness existing on the Effective Date and set forth in
Schedule 1.01(D) herein, and any replacements thereof;
	 
	 	               (c) Indebtedness secured by Liens permitted by clauses (f) and (h)
of the definition of Permitted Liens;
	 
	 	               (d) other unsecured debt having no greater priority than that
provided in Section 503(b) of the Bankruptcy Code;
	 
	 	               (e) in addition to Indebtedness set forth on Schedule 1.01(D)
hereto, other unsecured Indebtedness or Purchase Money Indebtedness in an
aggregate principal amount not to exceed $5,000,000; and
	 
	 	               (f) The Tranche B Guaranties.



               “Permitted Investments” means (i) marketable direct obligations issued or
unconditionally guaranteed by the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within six months from the date of acquisition thereof; (ii)
commercial paper, maturing not more than 270 days after the date of issue rated
P-1 by Moody’s or A-1 by Standard & Poor’s; (iii) certificates of deposit
maturing not more than 270 days after the date of issue, issued by commercial
banking institutions and money market or demand deposit accounts maintained at
commercial banking institutions, each of which is a member of the Federal
Reserve System and has a combined capital and surplus and undivided profits of
not less than $500,000,000; (iv) repurchase agreements having maturities of not
more than 90 days from the date of acquisition which are entered into with
major money center banks included in the commercial banking institutions
described in clause (iii) above and which are secured by readily marketable
direct obligations of the Government of the United States of America or any
agency thereof; (v) money market accounts maintained with mutual funds having
assets in excess of $2,500,000,000; and (vi) tax exempt securities rated A or
better by Moody’s or A+ or better by Standard & Poor’s.


24






 


               “Permitted Liens” means:



		
	 	               (a) Liens securing the Obligations;
	 
	 	               (b) Liens for taxes, assessments and governmental charges the
payment of which is not required under Section 7.01(d) herein;
	 
	 	               (c) Liens imposed by law, such as carriers’, warehousemen’s,
mechanics’, materialmen’s and other similar Liens arising in the ordinary
course of business and securing obligations (other than Indebtedness for
borrowed money) that are not overdue by more than 30 days or are being
contested in good faith and by appropriate proceedings promptly initiated
and diligently conducted, and a reserve or other appropriate provision,
if any, as shall be required by GAAP, shall have been made therefor;
	 
	 	               (d) Liens existing on the Effective Date, as set forth on Schedule
7.02(B), but not the extension of coverage thereof to other Property or
the extension of maturity, refinancing or other modification of the terms
thereof or the increase of the principal amount of the Indebtedness
secured thereby (other than the capitalized amount of any interest, fees
or expenses to the extent permitted by the Bankruptcy Court);
	 
	 	               (e) deposits and pledges securing (i) obligations incurred in
respect of workers’ compensation, unemployment insurance or other forms
of governmental insurance or benefits, (ii) the performance of bids,
tenders, leases, contracts (other than for the payment of money) and
statutory obligations or (iii) obligations on surety or appeal bonds, but
only to the extent such deposits or pledges are incurred or otherwise
arise in the ordinary course of business and secure obligations not past
due;
	 
	 	               (f) purchase money Liens or the interests of lessors under
Capitalized Leases to the extent that such Liens or interests secure
Purchase Money Indebtedness and so long as such Lien attaches only to the
asset purchased or acquired and the Proceeds thereof;
	 
	 	               (g) easements, right-of-way, zoning restrictions, covenants and
restrictions and similar encumbrances on the use of real property and
minor irregularities in the title thereto that do not (i) secure
obligations for the payment of money or (ii) materially impair the value
of such property or its use by any Borrower or any of its Subsidiaries in
the normal conduct of such Person’s business;
	 
	 	               (h) Liens securing the Tranche B Facility;
	 
	 	               (i) the Lien of the Cash Management Bank in the Non-Pledged Accounts
and the Servicing Rights, but only if the Agent and each of the Tranche A
Lenders shall have approved in writing the documents granting this Lien
of the Cash Management Bank;



25






 





		
	 	          (j) Liens perfected subsequent to the Filing Date pursuant to
Sections 362(b)(18) or 546(b) of the Bankruptcy Code, to the extent
permitted by such sections, in an aggregate amount not to exceed
$2,000,000; and
	 
	 	          (k) any junior Liens consented to in writing by the Required Tranche
A Lenders.



               “Person” means an individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated
organization, joint venture or Governmental Authority.


               “Pledged Accounts” mean the Deposit Accounts of the Borrowers pledged to
the Tranche A Lenders and listed on Schedule 2.10(A) hereto as “Pledged
Accounts”.


               “Pooling and Servicing Agreements means all agreements listed on Schedule
7.02(Q) for which any of the Borrowers is the servicer.


               “Post-Default Rate” has the meaning specified therefor in Section 2.06(b).


               “Priority Trailing Expenses” has the meaning specified therefor in the
definition of the term “Agreed Administrative Expense Priorities.”


               “Priority Professional Expenses” has the meaning specified therefor in the
definition of the term “Agreed Administrative Expense Priorities.”


               “Priority Triggering Event” has the meaning specified therefor in the
definition of the term “Agreed Administrative Expense Priorities.”


               “Proceeds” means “proceeds” as defined in the Code.


               “Professional Expense Cap” has the meaning specified therefor in the
definition of the term “Agreed Administrative Expense Priorities.”


               “Property” means any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.


               “Pro Rata Share” means, with respect to the Tranche A Total Commitment,
the percentage obtained by dividing (i) such Tranche A Lender’s Commitment by
(ii) the Tranche A Total Commitment, provided, that, if the Tranche A Total
Commitment has been reduced to zero, the numerator shall be the aggregate
unpaid principal amount of such Tranche A Lender’s Tranche A Revolving Loans
(including Agent Advances) and the denominator shall be the aggregate unpaid
principal amount of all of the Tranche A Revolving Loans (including Agent
Advances).


               “Purchase Money Indebtedness” means Indebtedness (other than the
Obligations, but including Capitalized Lease Obligations), incurred at the time
of, or within 20 days after, the acquisition of any fixed assets for the
purpose of financing all or any part of the acquisition cost thereof.


26






 


               “Real Property” means any estates or interests in real property now owned
or hereafter acquired by any Borrower and the improvements thereto.


               “Real Property Collateral” means any parcel or parcels of Real Property
owned by any Borrower as of the Filing Date or thereafter acquired, excluding
any lot inventory held for resale in the ordinary course of the Borrowers’
retail sales business.


               “Real Property Collateral under Contract” means with respect to the Real
Property Collateral as of any date of determination, any such parcels of Real
Property Collateral in respect of which (a) the Borrowers have executed a
binding contract of sale with a bona fide third party purchaser, (b) such
contract for sale is not subject to further diligence by the purchaser, (c) the
purchaser has paid to the Borrowers or placed in escrow a non-refundable
deposit of at least 5% (or such lesser percentage as agreed to by Agent) of the
cash purchase price stated in such contract, (d) such contract provides for a
closing date within 60 days of the date of determination and (e) neither the
Borrowers nor the purchaser are in default under such contract.


               “Record” means information that is inscribed on a tangible medium or which
is stored in an electronic or other medium and is retrievable in perceivable
form.


               “Reference Banks” means three major banks that are engaged in the London
interbank market, as selected by Agent.


               “Reference Rate” means the rate of interest publicly announced by JPMorgan
Chase Bank, its successors or any other commercial bank designated by the Agent
to the Borrowers from time to time, in New York, New York from time to time as
its prime rate or base rate. The prime rate or base rate is determined from
time to time by such bank as a means of pricing some loans to its borrowers and
neither is tied to any external rate of interest or index nor necessarily
reflects the lowest rate of interest actually charged by such bank to any
particular class or category of customers. Each change in the Reference Rate
shall be effective from and including the date such change is publicly
announced as being effective.


               “Register” has the meaning specified therefor in Section 10.08(b)(ii)
hereof.


               “Registered Tranche A Revolving Loan” means each Tranche A Revolving Loan
that is recorded on the Register.


               “Registered Note” means a promissory note in registered form evidencing a
Registered Tranche A Revolving Loan.


               “Regulation T”, “Regulation U” and “Regulation X” mean, respectively,
Regulations T, U and X of the Board or any successor, as the same may be
amended or supplemented from time to time.


               “Reimbursement Account” has the meaning specified therefor in Section
2.10(e) hereof.


27






 


               “Related Tranche A Borrowing Base Value” shall mean as of any date of
determination, and with respect to any Tranche A Borrowing Base Asset, the
Tranche A Borrowing Base Amount allocable to such Tranche A Borrowing Base
Asset in the calculation of the Tranche A Borrowing Base Amount as of such
date.


               “Release” means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, seeping, migrating,
dumping or disposing of any Hazardous Material (including the abandonment or
discarding of barrels, containers and other closed receptacles containing any
Hazardous Material) into the indoor or outdoor environment, including ambient
air, soil, surface or ground water.


               “Remedial Action” means all actions taken to (i) clean up, remove,
remediate, contain, treat, monitor, assess, evaluate or in any other way
address Hazardous Materials in the indoor or outdoor environment; (ii) prevent
or minimize a Release or threatened Release of Hazardous Materials so they do
not migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor environment; (iii) perform pre-remedial studies and
investigations and post-remedial operation and maintenance activities; or (iv)
any other actions authorized by 42 U.S.C. §9601.


               “REMIC” means a corporation, trust or other entity that elects to be
treated as a real estate mortgage investment conduit for Federal income tax
purposes or any portion of such an entity’s assets as to which such an election
is made.


               “REMIC Retained Interests” means the securities or contractual interests
retained by the Borrowers or their Subsidiaries whose Capital Stock is pledged
hereunder in connection with a securitization of whole loans originated by OAC
LLC or its Affiliates to the extent that, in the case of retained certificated
securities, such securities are rated “BB” or higher by Standard & Poors and
Moody’s and in the case of retained uncertificated interests, such interests
would receive, as determined by the Agent in its sole discretion, a rating of
“BB” or higher from such rating agencies.


               “Remittance Date” means the seventh (7th) day of each month following the
Effective Date or, if such day is not a Business Day, the next succeeding
Business Day.


               “Reportable Event” means an event described in Section 4043 of ERISA
(other than an event not subject to the provision for 30-day notice to the PBGC
under the regulations promulgated under such Section).


               “Repurchase Agreement” means, collectively, those certain guarantees of
Repurchase Obligations with lenders existing as of the Filing Date and listed
on Schedule 1.01(EE) hereto and any similar repurchase agreement subsequently
entered into by a Borrower and a floor plan lender, the form and substance of
which are customary in Borrowers’ industry, upon prior notice to and approval
by the Agent.


               “Required Tranche A Lenders” means Tranche A Lenders whose Pro Rata Shares
aggregate at least 65% of the Tranche A Total Commitment.


28






 


               “Restructuring Charges” means, for any period, as defined, consistent with
the Budget, the sum of payments related to the following items: (a)
professional fees, (b) key employee retention program, (c) service deposits and
(d) pre-petition accrued vacation.


               “Returned Items” means, to the extent credited to any Pledged Account at
the Cash Management Bank, all (i) returned or charged-back items, (ii)
reversals or cancellations of payment orders, ACH transfers, wire transfers and
other electronic fund transfers, (iii) overdrafts resulting from adjustments or
corrections of previous credits or other postings, and (iv) all similar returns
which result in insufficient funds availability.


               “SEC” means the Securities and Exchange Commission or any other similar or
successor agency of the Federal government administering the Securities Act.


               “Securities Account” means a “securities account” as that term is defined
in the Code.


               “Securities Act” means the Securities Act of 1933, as amended, or any
similar Federal statute, and the rules and regulations of the SEC thereunder,
all as the same shall be in effect at the time.


               “Securitization Entity” means any corporation, trust or other entity that
elects to be treated as a real estate mortgage investment conduit for Federal
income tax purposes, or any other entity created as a conduit vehicle to
consummate a Securitized Transaction.


               “Securities Intermediary” means a “securities intermediary” as that term
is defined in the Code.


               “Securitization Documentation” means any documentation evidencing a
Securitized Transaction.


               “Securitization Security” means any interest in a Securitization Entity.


               “Securitization Trust” means any trust created pursuant to the Pooling and
Servicing Agreements.


               “Securitized Transaction” means any sale or other transfer of Installment
Sales Contracts, Securitization Securities, or Mortgage Loans to a
Securitization Entity, or the creation of a pool of Installment Sales
Contracts, which in either case is (i) sponsored by Parent or any of its
Subsidiaries, and (ii) used to support pass-through certificates or other
similar securities or any similar type of transaction that results in the
creation of a pool of Installment Sales Contracts supporting securities sold to
investors in publicly registered or privately placed securities transactions.


               “Senior Claims” means (a) Liens on Inventory (and related Accounts and
Proceeds) owned by New Dimension Homes, Inc. securing Indebtedness to its floor
plan lenders in an aggregate outstanding amount not exceeding $10,000,000; (b)
Liens on the IRB Properties securing the IRBs issued prior to the Filing Date;
and (c) all valid, perfected, non-avoidable secured claims existing on the
Filing Date and listed in Schedule 1.01(E) hereto.


29






 


               “Senior Management and Advisors” means the chief executive officer, the
chief financial officer and the executive vice presidents of the Parent, the
financial advisor and such other officers of the Borrowers and their
Subsidiaries as reasonably designated by the Agent.


               “Servicing Advance Receivables” means all rights of reimbursement of the
Borrowers relating to amounts expended by the Borrowers, as servicer, or
advanced to or on behalf of the Securitization Trusts created by the Borrowers,
as servicer, for which the Borrowers are either entitled to reimbursement or
for which the Borrowers will become entitled to reimbursement upon the
liquidation of repossessed manufactured housing units relating to such advances
or upon the taking of other action by the Borrowers, including without
limitation, determining that certain of such expenditures or advances are
unrecoverable from the underlying obligor or from proceeds of liquidation of
the obligor’s manufactured housing unit, except any “P&I Advances” which serve
as collateral for the Tranche B Facility. Such Servicing Advance Receivables
are commonly referred to as “Servicing Advances,” “P&I Advances,” “Repo
Expenses” and “Liquidation Expenses.”


               “Servicing Fees” means all servicing fees, late fees and other
compensation payable to the servicer under the Servicing Rights.


               “Servicing Rights” has the meaning specified therefor in Section 7.02(q)
hereof.


               “Solvent” means, with respect to the Non-Debtor Borrower and any Account
Debtor on a particular date, that on such date (i) the fair value of such
Person’s assets is not less than the total amount of its liabilities, (ii) the
present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on
its existing debts as they become absolute and matured, (iii) such Person is
able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal
course of business, (iv) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such its ability to pay as such
debts and liabilities mature, and (v) such Person is not engaged in business or
a transaction, and is not about to engage in business or a transaction, for
which its Property would constitute unreasonably small capital.


               “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division
of The McGraw-Hill Companies, Inc., and any successor thereto.


               “Subservicing Agreement” means each agreement entered into between the
Non-Debtor Borrower and OAC LLC, pursuant to which OAC LLC agrees to act as
subservicer on behalf of the Non-Debtor Borrower, the servicer of record under
the Pooling and Servicing Agreements relating to Securitized Transactions or
under the Warehouse Facility Documents.


               “Subsidiary” means, with respect to any Person at any date, any
corporation, limited or general partnership, limited liability company, trust,
association or other entity (i) the accounts of which would be consolidated
with those of such Person in such Person’s consolidated financial statements if
such financial statements were prepared in accordance with GAAP or (ii) of
which more than 50% of (A) the outstanding Capital Stock having (in the absence
of contingencies) ordinary voting power to elect a majority of the board of
directors of


30






 




such corporation, (B) the interest in the capital or profits of such
partnership or limited liability company or (C) the beneficial interest in such
trust or estate is, at the time of determination, owned or controlled directly
or indirectly through one or more intermediaries, by such Person.


               “Suburban” means Suburban Home Sales, Inc., a Michigan corporation.


               “Suburban Group” means (i) Suburban, (ii) Tri-State Insurance Agency,
Inc., a Michigan corporation, (ii) FSI Financial Services, Inc., a Michigan
corporation, (iii) Home Service Contract, Inc., a Michigan corporation and (iv)
New Dimension Home Sales Inc., a Delaware Corporation.


               “Supporting Obligations” means “supporting obligations” as that term is
defined in the Code.


               “Swing Line Commitment” means has the meaning set forth herein in the
definition of “Tranche A Total Commitment”.


               “Tax Refund” means the proceeds of the estimated $25,000,000 federal tax
refund relating to the year ended September 30, 2002 due to the Borrowers.


               “Termination Event” means (i) a Reportable Event with respect to any
Employee Plan other than the commencement of the Chapter 11 Cases, (ii) any
event that causes any Borrower or any of its ERISA Affiliates to incur
liability under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201,
4204 or 4212 of ERISA or Section 4971 or 4975 of the Internal Revenue Code,
(iii) the filing of a notice of intent to terminate an Employee Plan or the
treatment of an Employee Plan amendment as a termination under Section 4041 of
ERISA, (iv) the institution of proceedings by the PBGC to terminate an Employee
Plan, or (v) any other event or condition which might constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Employee Plan.


               “Title Insurance Policy” means a mortgagee’s loan policy, in form and
substance satisfactory to the Agent, together with all endorsements made from
time to time thereto, issued by or on behalf of a title insurance company
satisfactory to the Agent, insuring the Lien created by a Mortgage in an amount
and on terms satisfactory to the Agent, delivered to the Agent.


               “Tranche A Borrowing Base Amount” shall mean, as of any date of
determination, the sum of the products of the value of each Tranche A Borrowing
Base Asset (determined in accordance with the applicable Valuation Methodology)
multiplied by the applicable Advance Rate, which products shall not exceed the
applicable Maximum Borrowing Base Sublimits as of such date, as set forth in
Section 2.01, and which sum shall not exceed the Tranche A Total Commitment as
of such date.


               “Tranche A Borrowing Base Assets” means Eligible Inventory, Eligible
Accounts, REMIC Retained Interests, Warehouse Equity, Servicing Advance
Receivables, Corporate Advance Receivables, Real Property Collateral, Real
Property Collateral under Contract and cash on deposit in the Tranche A SPE’s
Reimbursement Account.


31






 


               “Tranche A Borrowing Base Availability” means, as of any date of
determination, the difference between the Tranche A Borrowing Base Amount and
the Tranche A Exposure, calculated in the manner set forth on Section 2.01(a)
hereto.


               “Tranche A Borrowing Base Certificate” means a certificate in the form of
Exhibit D hereto.


               “Tranche A Exposure” means, as of any date of determination, the sum of
(i) the Tranche A Revolving Loans outstanding, (ii) the Professional Expense
Cap, (iii) the Section 2.01(b) reserve amount and (iv) the LC Exposure.


               “Tranche A Facility” has the meaning specified therefor in the recitals
hereto.


               “Tranche A Guaranties” means (i) the guaranty dated as of the date hereof
by the Tranche B Issuer and (ii) the guaranty dated as of the date hereof by
the Tranche A SPE, both guaranteeing the Borrowers’ Obligations hereunder.


               “Tranche A Lender” has the meaning specified therefor in the preamble
hereto.


               “Tranche A Revolving Loan” means a loan made by a Tranche A Lender to the
Borrowers pursuant to Section 2.01(a).


               “Tranche A Revolving Loan Account” means an account maintained hereunder
by the Agent on its books of account, at the Payment Office and with respect to
the Borrowers, in which the Borrowers will be charged with all Tranche A
Revolving Loans made to, and all other Obligations incurred by, the Borrowers.


               “Tranche A Revolving Loan Documents” means this Agreement, the Tranche A
Revolving Loan Notes, the Tranche A Guaranties, the Account Control Agreements,
the Final Bankruptcy Court Order, the Tranche A SPE Security Agreement, the
Tranche A SPE Receivables Contribution Agreement, the documents described in
Section 3.01(f) hereof and all other agreements, instruments, and other
documents executed and delivered pursuant hereto or thereto or otherwise
evidencing or securing any Tranche A Revolving Loan or other Obligation.


               “Tranche A Revolving Loan Note” means each promissory note of the
Borrowers, made jointly and severally payable to the order of a Tranche A
Lender, evidencing the Indebtedness resulting from the making by such Tranche A
Lender to the Borrowers of Tranche A Revolving Loans and delivered to such
Tranche A Lender, as such promissory note may be amended, supplemented,
restated, modified or extended from time to time, and any promissory note or
notes issued in exchange or replacement therefor. The term “Tranche A
Revolving Loan Note” shall include any Registered Note evidencing the Tranche A
Revolving Loans and delivered pursuant to Section 2.03.


               “Tranche A Secured Parties” means the Agent and the Tranche A Lenders.


               “Tranche A SPE” means Oakwood Tranche A Servicing Advance Receivables
Company, LLC, a Nevada limited liability company and a wholly-owned Subsidiary
of the Non-Debtor Borrower.


32






 


               “Tranche A SPE Security Agreement” means the Security Agreement dated as
of the date hereof by the Tranche A SPE in favor of (i) the Agent, for the
benefit of the Tranche A Secured Parties, and (ii) the Tranche B Indenture
Trustee, for the benefit of the Tranche B Secured Parties.


               “Tranche A SPE Receivables Contribution Agreement” means the Tranche A
Receivables Contribution Agreement dated as of the date hereof between the
Tranche A SPE and the Non-Debtor Borrower.


               “Tranche A Total Commitment” means $125,000,000 (the “Base Commitment”);
provided that for up to 10 consecutive days in any calendar month the Base
Commitment shall be increased by $15,000,000 (such additional $15,000,000
commitment, the “Swing Line Commitment”), as such amount may be reduced from
time to time pursuant to the terms of this Agreement or limited by order of the
Bankruptcy Court; provided further that at least 10 days must elapse between
the date the Swing Line Commitment is reduced to zero and the date on which any
amount is redrawn under the Swing Line Commitment.


               “Tranche B Agreements” means (i) the Note Purchase Agreement among the
Tranche B Issuer, the lenders party thereto and the Agent, (ii) the Receivables
Purchase Agreement between the Tranche B Issuer and the Non-Debtor Borrower,
(iii) the Tranche B Facility Indenture made by the Tranche B Issuer to the
indenture trustee named therein in respect of the Tranche B Facility, (iv) the
Tranche B Guaranties, and (v) all other agreements evidencing the Tranche B
Facility.


               “Tranche B Completion” means the satisfaction of all conditions precedent
to the effectiveness of the Tranche B Agreements or the continuation of the
Tranche B Facility on the terms of such Tranche B Facility as have been agreed
to by the Tranche B Purchasers.


               “Tranche B Collateral” means the “Collateral” as defined in the Tranche B
Facility Indenture.


               “Tranche B Facility” has the meaning specified in the recitals hereto.


               “Tranche B Facility Indenture” means the indenture for the Tranche B
Facility in substantially the form of Schedule 1.01(G) hereto.


               “Tranche B Guaranties” means (i) the guaranty dated as of the date hereof
by each of the Borrowers hereunder and (ii) the guaranty dated as of the date
hereof by the Tranche A SPE, both guaranteeing the Tranche B Issuer’s
obligations under the Tranche B Agreements.


               “Tranche B Issuer” has the meaning specified in the recitals hereto.


               “Tranche B Indenture Trustee” has the meaning specified in the Tranche B
Facility Indenture.


               “Tranche B Agent” means Greenwich Capital Financial Products, Inc. as
agent for the Tranche B Indenture Trustee.


33






 


               “Tranche B Purchaser” means each purchaser for the Tranche B Facility.


               “Tranche B Secured Parties” has the meaning specified in the Tranche B
Facility Indenture.


               “Valuation Methodology” means, with respect to any Tranche A Borrowing
Base Asset, the “Valuation Methodology” applicable to such Tranche A Borrowing
Base Asset as set forth on Section 2.01(a) hereto.


               “Verification Agent” has the meaning provided in the Tranche B Agreements.


               “Warehouse Equity” means, as of any date of determination, with respect to
the whole loans sold to the Warehouse Trust under the Warehouse Facility and
meeting the criteria of eligibility thereunder (with such modifications to such
criteria following the date hereof as are approved by the Agent in its
Permitted Discretion) (the “Eligible Warehouse Loans”), the difference between
(a)(i) the Net Cash Proceeds received by the Borrowers from the sale of
securities rated “BB” or higher by Standard & Poor’s and Moody’s as a
percentage of the unpaid principal balance of loans comparable to the Eligible
Warehouse Loans securitized within the past 90 days or (ii) if the Warehouse
Trust is actively pursuing a sale or securitization of the Eligible Warehouse
Loans, the Net Cash Proceeds which the Agent in its Permitted Discretion (in
consultation with the Borrowers and based on subordination and
overcollateralization levels received by from Standard & Poors and Moody’s with
respect to a proposed securitization of all or a portion of the Eligible
Warehouse Loans and other relevant market data and considerations) determines
would be realized by the Warehouse Trust in connection with a securitization of
such loans as a percentage of the unpaid principal balance of such loans
(assuming all resulting securities which would be rated “BB” or higher are sold
in arms’-length transactions to investors), in each case multiplied by the
unpaid balance of the Eligible Warehouse Loans as of the date of determination
and (b) the outstanding principal balance of advances made by the Warehouse
Lender under the Warehouse Facility in respect of the Eligible Warehouse Loans
as of the date of such determination.


               “Warehouse Facility” means that certain receivables purchase facility
provided to Parent or any of its Subsidiaries pursuant to the Warehouse
Facility Documents, as amended as of the date hereof.


               “Warehouse Facility Documents” means, collectively, (a) that certain
Custodial Agreement dated as of February 9, 2001 among OMI Note Trust 2001-A as
Issuer, the Warehouse Lender as Note Agent, OAC LLC as Seller-Servicer and The
Chase Manhattan Bank as Custodian, (b) that certain Class A Note Purchase
Agreement dated as of February 9, 2001 among OMI Note Trust 2001-A as Issuer,
OAC LLC as Seller-Servicer, Oak Leaf Holdings, LLC as Depositor, Ginkgo
Corporation as Transferor, the purchasers party thereto and the Warehouse
Lender as agent, (c) that certain Sale and Servicing Agreement dated as of
February 9, 2001, among Oak Leaf Holdings, LLC, as Depositor, OMI Note Trust
2001-A as Issuer, Ginkgo Corporation, as Transferor, OAC LLC as Seller-Servicer
and The Chase Manhattan Bank as Backup Servicer, Indenture Trustee and
Custodian, (d) that certain Trust Agreement dated as of February 9, 2001
between Oak Leaf Holdings, LLC as Depositor and Wilmington Trust Company as
Owner Trustee, and (e) that certain Indenture dated as of February 9, 2001


34






 




between OMI Note Trust 2001-A as Issuer and The Chase Manhattan Bank as
Indenture Trustee, together with any amendments to such agreements on or before
December 31, 2002, and any amendments thereafter in form and substance
satisfactory to Agent, and including any similar agreement entered into
thereafter in replacement thereof, relating to the Warehouse Trust.


               “Warehouse Lender” means Credit Suisse First Boston, New York Branch, as
note agent.


               “Warehouse Trust” means OMI Note Trust 2001-A or any successor or
replacement entity that is now existing or hereafter formed (including OMI Note
Trust 2003-A), each in form and substance satisfactory to Agent.


               “WARN” has the meaning specified therefor in Section 6.01(j) herein.


               “Whole Loan Adjustment” has the meaning specified therefor in Section
7.01(t) herein.


     Section 1.02 Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word
“will” shall be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise, (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.


     Section 1.03 Accounting and Code Terms. Unless otherwise expressly
provided herein, each accounting term used herein shall have the meaning given
it under GAAP applied on a basis consistent with those used in preparing the
Financial Statements. All terms used in this Agreement which are defined in
Article 8 or Article 9 of the Code and which are not otherwise defined herein
shall have the same meanings herein as set forth therein.


     Section 1.04 Time References. Unless otherwise indicated herein, all
references to time of day refer to Eastern standard time or Eastern daylight
saving time, as in effect in New York City on such day. For purposes of the
computation of a period of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to” and “until”
each means “to but excluding”; provided, however, that with respect to a
computation


35






 




of fees or interest payable to the Agent or any Tranche A Lender, such
period shall in any event consist of at least one full day.


ARTICLE II

THE LOANS


     Section 2.01 The Commitments.



		
	 	     (a) Subject to the terms and conditions and relying upon the
representations and warranties herein set forth and subject to the Final
Bankruptcy Court Order, each Tranche A Lender severally agrees to make
Tranche A Revolving Loans to the Borrowers as requested in accordance
with Section 2.02 herein (though the Borrowers will use reasonable
efforts to limit such borrowing requests to no more than once per week),
on or after the Effective Date and until five (5) Business Days prior to
the Final Maturity Date, or until the earlier reduction of its respective
Commitment to zero in accordance with the terms hereof, in an aggregate
principal amount not to exceed such Tranche A Lender’s Pro Rata Share of
the Tranche A Borrowing Base Amount less the LC Exposure. For purposes
of this Agreement, “Tranche A Borrowing Base Asset”, “Valuation
Methodology”, “Advance Rates” and “Maximum Borrowing Base Sublimit” are
as set forth below as of any date of determination.



36






 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tranche A Borrowing	 	Maximum Borrowing
	Base Asset	 	Valuation Methodology	 	Advance Rate	 	Base Sublimit
	
	 	
	 	
	 	

	1.	 	Eligible

Inventory
	 	Periodic appraisals conducted by or on behalf
of the Tranche A Lenders in consultation with the Borrowers and actual wholesale purchase
prices realized by the Borrowers on bona fide sales of manufactured housing units in blocks
of 10 or more units in wholesale transactions within the past 120 days
	 	Lesser of (a) 60% of
Borrowers’ manufacturing cost (as determined by
Agent and its appraisers in good faith in consultation with the
Borrowers) and (b) 80% of the applicable Net
Liquidation Percentage.
	 	$	60,000,000	 
	2.	 	Eligible

Accounts
	 	100% of outstanding principal balance of
Eligible Accounts
	 	Maximum Account Advance

Rate
	 	$	10,000,000	 
	3.	 	REMIC

Retained

Interests
	 	Value for lending purposes determined in good
faith by Agent taking into account, among
other factors, expected cumulative default
and loss rates, prepayment speeds,
delinquency rates and appropriate discount
rate.
	 	67%
	 	$	20,000,000	 
	4.	 	Warehouse

Equity
	 	100% of the Warehouse Equity
	 	50%
	 	$	12,000,000	 
	5.	 	Servicing

Advance

Receivables
	 	85% of Servicing Advance Receivables
representing advances of Liquidation Expenses
or Escrow Advances, to the extent the
Borrowers are pursuing reimbursement
diligently and in good faith.
	 	80%
	 	$	55,000,000	*
	6.	 	Corporate

Advance

Receivables
	 	50% of Servicing Advance Receivables
disbursed by the Borrowers via the “Corporate
Advance” module under its Alltel loan
servicing system (excluding refurbishment
expenses under the Borrowers’ loan assumption
program),
to the extent the Borrowers are pursuing
reimbursement diligently and in good faith
	 	80%
	 	$	25,000,000*

(*Until funding
occurs under the
Tranche B
Agreements,
aggregate
Sublimit for
Servicing Advance
Receivables and Corporate
Advance Receivables shall be
$25,000,000)



37







 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tranche A Borrowing	 	Maximum Borrowing
	Base Asset	 	Valuation Methodology	 	Advance Rate	 	Base Sublimit
	
	 	
	 	
	 	

	7.	 	Real Property

Collateral (not

under Contract)
	 	 	 	 	 	 	 	 	 	$	25,000,000	 
	 	 	
a.
	 	Corporate
Office
Building and
related
parcels
	 	a.
	 	Quick-sale (or auction)
appraisal conducted by or on
behalf of the Tranche A Lenders.
	 	a.
	 	50%	 	 	 	 
	 	 	
b.
	 	Sales Centers
	 	b.
	 	Lower of (i) quick-sale (or
auction) appraisal conducted by
or on behalf of the Tranche A
Lenders; provided that if the
appraisal does not provide a
“quick sale” or “auction value”,
the Agent may adjust the
appraised value in its sole
discretion to approximate
quick-sale or auction value; and
(ii) 50% of tax assessment.
	 	b.
	 	25%	 	 	 	 
	 	 	
c.
	 	Manufacturing

Plants
	 	c.
	 	Quick-sale (or auction)
appraisal conducted by or on
behalf of the Tranche A Lenders;
provided that if the appraisal
does not provide a “quick sale”
or “auction value”, the Agent
may adjust the appraised value
in its sole discretion to
approximate quick-sale or
auction value.
	 	c.
	 	25%	 	 	 	 
	8.	 	Real Property

Collateral under

Contract
	 	Cash
purchase price specified in executed sale contract
	 	80%
	 	$	15,000,000	 
	9.	 	Cash on Deposit in

Tranche A SPE’s

Reimbursement Account
	 	Amount on deposit
	 	100%
	 	 	Amount on deposit	 





		
	 	     The Tranche A Borrowing Base Amount will be calculated weekly (or
more frequently at the request of the Agent) in the manner set forth in
the form of Tranche A Borrowing Base Certificate attached as Exhibit D
hereto.



38






 







		
	 	     (b) Anything to the contrary in this Section 2.01 notwithstanding,
Agent shall have the right to establish reserves in such amounts, and
with respect to such matters, as Agent in its Permitted Discretion shall
deem necessary or appropriate, against the Tranche A Borrowing Base
Amount, including, but not limited to, reserves with respect to (i) sums
that Borrowers are required to pay (such as taxes, assessments, insurance
premiums, or, in the case of leased assets, rents or other amounts
payable under such leases) and have failed to pay under any Section of
this Agreement or any other Tranche A Revolving Loan Document, (ii)
amounts owing by Borrowers to any Person to the extent secured by a Lien
on, or trust over, any of the Collateral (other than any Permitted Lien
entitled to have priority over the Liens securing the Obligations), in
and to such item of the Collateral and (iii) exposure with respect to
Returned Items and other service charges, fees and expenses relating to
the Pledged Accounts. In addition to the foregoing, Agent shall have the
right to decrease the Advance Rates set forth in Section 2.01(a) from
time to time (for such periods of time as may be determined by Agent)
based on Borrowers’ actual liquidation experience, and to have the
Inventory and Real Property reappraised by a qualified appraisal company
selected by Agent from time to time after the Effective Date for the
purpose of redetermining the value of the Eligible Inventory and Real
Estate portions of the Collateral and, as a result, redetermining the
Tranche A Borrowing Base Amount.
	 
	 	     (c) Notwithstanding the foregoing, the aggregate Tranche A Exposure
at any time shall not exceed the Tranche A Borrowing Base Amount in
effect as of such date. The Commitment of each Tranche A Lender and the
Tranche A Total Commitment shall be reduced in accordance with Section
2.07 herein and shall automatically and permanently be reduced to zero on
the Final Maturity Date. Subject to the terms and conditions of this
Agreement, amounts borrowed pursuant to this Section 2.01 may be repaid
and reborrowed at any time during the term of this Agreement.
	 
	 	     (d) The Borrowers may request up to $60,000,000 of the Tranche A
Borrowing Base Amount be reserved as collateral for Letters of Credit
issued by Issuing Banks (which reserve obligations shall terminate on the
Final Maturity Date) (such reserved amount, the “LC Exposure”) or be
drawn to cash collateralize Letters of Credit; provided, however, that no
such request shall be honored by the Agent on behalf of the Lenders if
(i) a Default or Event of Default has occurred and is continuing or (ii)
after giving effect to such request, the Tranche A Exposure would exceed
the Tranche A Borrowing Base Amount.
	 
	 	     (e) The Proceeds of the Tranche A Revolving Loans shall be used (i)
to repay the Foothill Facility, (ii) to cash collateralize Letters of
Credit as provided in Section 2.01(d) above, and (iii) for working
capital and other general corporate purposes (including, without
limitation, payments of fees and expenses to professionals under Sections
330 and 331 of the Bankruptcy Code and administrative expenses of the
kind specified in Section 503(b) of the Bankruptcy Code incurred in the
ordinary course of business of the Borrowers) and (iv) for any other use
not prohibited by the terms of this Agreement, to the extent approved (if
such approval is required) by the Bankruptcy Court. The Borrowers may
not use such Proceeds in connection with (i) the prosecution of an
adversary proceeding against the Agent, the Tranche A Lenders, the
Tranche B Indenture



39






 





		
	 	Trustee or the Tranche B Purchasers, except to the extent necessary
to determine an Event of Default; (ii) any challenge respecting the
priority or validity of any Lien granted under the Tranche A Revolving
Loan Documents or the Tranche B Agreements; or (iii) following the
issuance of a notice of an Event of Default under the Tranche A Revolving
Loan Documents or an event of default under the Tranche B Agreements or
the Final Bankruptcy Court Order, and absent a Bankruptcy Court
determination or agreement by the Agent, the Tranche A Lenders, the
Tranche B Indenture Trustee or the Tranche B Purchasers that such default
did not occur or is waived, any action preventing or hindering or
unreasonably delaying, whether directly or indirectly, the Agent’s
enforcement of its Liens or realization upon the Collateral.



     Section 2.02 Making the Tranche A Revolving Loans.



		
	 	     (a) The Administrative Borrower shall give the Agent prior telephone
notice (immediately confirmed in writing, in substantially the form of
Exhibit A hereto (a “Notice of Borrowing”)), not later than 12:00 noon
(New York City time) on the date which is two (2) Business Days prior to
the date of the proposed Tranche A Revolving Loan. Such Notice of
Borrowing shall be irrevocable and shall specify (i) the principal amount
of the proposed Tranche A Revolving Loan, (ii) the use of the proceeds of
such proposed Tranche A Revolving Loan (if made within 60 days prior to
the Final Maturity Date, if to be pledged as cash collateral for Letters
of Credit or if otherwise requested by the Agent) and (iii) the proposed
borrowing date, which must be a Business Day. The Agent and the Tranche
A Lenders may act without liability upon the basis of written, telecopied
or telephonic notice believed by the Agent in good faith to be from the
Administrative Borrower (or from any Authorized Officer thereof
designated in writing purportedly from the Administrative Borrower to the
Agent). The Borrowers hereby waive the right to dispute the Agent’s
record of the terms of any such telephonic Notice of Borrowing. The
Agent and each Tranche A Lender shall be entitled to rely conclusively on
any Authorized Officer’s authority to request Tranche A Revolving Loans
on behalf of the Borrowers until the Agent receives written notice to the
contrary. The Agent and the Tranche A Lenders shall have no duty to
verify the authenticity of the signature appearing on any written Notice
of Borrowing. Except as otherwise provided in this Section 2.02, Tranche
A Revolving Loans shall be made ratably in accordance with each Tranche A
Lender’s Pro Rata Share.
	 
	 	     (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be
irrevocable and the Borrowers shall be bound to make a borrowing in
accordance therewith. Each Tranche A Revolving Loan shall be made in a
minimum amount of $1,000,000 and shall be in an integral multiple of
$500,000.
	 
	 	     (c) Except as otherwise provided in this Section 2.02(c), all
Tranche A Revolving Loans under this Agreement shall be made by the
Tranche A Lenders simultaneously and proportionately to their Pro Rata
Shares of the Tranche A Total Commitment as set forth in Schedule 1.01(F)
hereto, it being understood that no Tranche A Lender shall be responsible
for any default by any other Tranche A Lender in that other Tranche A
Lender’s obligations to make a Tranche A Revolving Loan requested
hereunder, nor shall the Commitment of any Tranche A Lender be increased
or decreased



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	 	as a result of the default by any other Tranche A Lender in that
other Tranche A Lender’s obligation to make a Tranche A Revolving Loan
requested hereunder, and each Tranche A Lender shall be obligated to make
the Tranche A Revolving Loans required to be made by it by the terms of
this Agreement regardless of the failure of any other Tranche A Lender to
do so.



               (ii) Notwithstanding any other provision of this Agreement, and in order
to reduce the number of fund transfers among the parties hereto, the Borrowers,
the Agent and the Tranche A Lenders agree that the Agent may (but shall not be
obligated to), and the Borrowers and the Tranche A Lenders hereby irrevocably
authorize the Agent to, fund, on behalf of the Tranche A Lenders, Tranche A
Revolving Loans pursuant to Section 2.01; provided, however, that the Agent
shall in no event fund such Tranche A Revolving Loans if the Agent shall have
received written notice from the Required Tranche A Lenders prior to the
funding of the proposed Tranche A Revolving Loan that one or more of the
conditions precedent contained in Section 5.02 will not be satisfied on the day
of the proposed Tranche A Revolving Loan. If the Administrative Borrower gives
a Notice of Borrowing requesting a Tranche A Revolving Loan and the Agent
elects not to fund such Tranche A Revolving Loan on behalf of the Tranche A
Lenders, then promptly after receipt of the Notice of Borrowing requesting such
Tranche A Revolving Loan, the Agent shall notify each Tranche A Lender of the
specifics of the requested Tranche A Revolving Loan and that it will not fund
the requested Tranche A Revolving Loan on behalf of the Tranche A Lenders. If
the Agent notifies the Tranche A Lenders that it will not fund a requested
Tranche A Revolving Loan on behalf of the Tranche A Lenders, each Tranche A
Lender shall make its Pro Rata Share of the Tranche A Revolving Loan available
to the Agent, in immediately available funds, at the Payment Office no later
than 3:00 p.m. (New York City time) (provided that the Agent requests payment
from such Tranche A Lender not later than noon on the prior Business Day) on
the date of the proposed Tranche A Revolving Loan. The Agent will make the
proceeds of such Tranche A Revolving Loans available to the Borrowers on the
day of the proposed Tranche A Revolving Loan by causing an amount, in
immediately available funds, equal to the proceeds of all such Tranche A
Revolving Loans received by the Agent at the Payment Office or the amount
funded by the Agent on behalf of the Tranche A Lenders to be deposited in an
account designated by the Administrative Borrower.


               (iii) If the Agent has notified the Tranche A Lenders that the Agent, on
behalf of the Tranche A Lenders, will fund a particular Tranche A Revolving
Loan pursuant to Section 2.02(c)(ii), the Agent may assume that such Tranche A
Lender has made such amount available to the Agent on such day and the Agent,
in its sole discretion, may, but shall not be obligated to, cause a
corresponding amount to be made available to the Borrowers on such day. If the
Agent makes such corresponding amount available to the Borrowers and such
corresponding amount is not in fact made available to the Agent by such Tranche
A Lender, the Agent shall be entitled to recover such corresponding amount on
demand from such Tranche A Lender together with interest thereon, for each day
from the date such payment was due until the date such amount is paid to the
Agent, at the Federal Funds Rate for three Business Days and thereafter at the
Reference Rate. During the period in which such Tranche A Lender has not paid
such corresponding amount to the Agent, notwithstanding anything to the
contrary contained in this Agreement or any other Tranche A Revolving Loan
Document, the amount so advanced by the Agent to the Borrowers shall, for all
purposes hereof, be a Tranche A Revolving Loan made by the Agent for its own
account. Upon any such failure by a Tranche A Lender to pay the


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Agent, the Agent shall promptly thereafter notify the Administrative
Borrower of such failure and the Borrowers shall immediately pay such
corresponding amount to the Agent for its own account.


               (iv) Nothing in this Section 2.02(c) shall be deemed to relieve any
Tranche A Lender from its obligations to fulfill its Commitment hereunder or to
prejudice any rights that the Agent or the Borrowers may have against any
Tranche A Lender as a result of any default by such Tranche A Lender hereunder.


               (v) The Tranche A Lenders shall have no obligation to fund Tranche A
Revolving Loans during the pendency of any claim being asserted, or action
being taken, against the Collateral as described in Section 7.01(cc) herein.


     Section 2.03 Tranche A Revolving Loan Notes.


               If requested in writing by such Tranche A Lender, each Tranche A Revolving
Loan made by a Tranche A Lender to the Borrowers shall be evidenced by a single
Tranche A Revolving Loan Note, duly executed on behalf of the Borrowers, dated
the Effective Date, and delivered to and made jointly and severally payable to
the order of such Tranche A Lender in a principal amount equal to the maximum
amount of such Tranche A Lender’s Tranche A Revolving Loan.


     Section 2.04 Limitation on Types of Tranche A Revolving Loans; Illegality.
Anything herein to the contrary notwithstanding, if, on or prior to the
determination of any LIBO Base Rate, (a) the Agent determines, in good faith,
which determination shall be conclusive, that quotations of interest rates for
the relevant deposits referred to in the definition of “LIBO Base Rate” in
Section 1.01 hereof are not being provided in the relevant amounts or for the
relevant maturities for purposes of determining rates of interest for Tranche A
Revolving Loans as provided herein or (b) it becomes unlawful for any Tranche A
Lender to honor its obligation to make or maintain Tranche A Revolving Loans
hereunder using a LIBO Rate, then the Agent shall give the Administrative
Borrower prompt notice thereof and, so long as such condition remains in
effect, the Tranche A Lenders shall, following discussions with the
Administrative Borrower, select in good faith an index that approximates as
closely as reasonably practicable the LIBO Base Rate.


     Section 2.05 Repayment of Tranche A Revolving Loans; Evidence of Debt.



		
	 	     (a) In addition to the joint and several obligations of each
Borrower under Section 4.05 herein, each Borrower hereby unconditionally
promises to pay to the Agent in the Agent’s Account for the account of
the Tranche A Lenders, the then unpaid principal amount of each Tranche A
Revolving Loan made to it by such Tranche A Lender on the Final Maturity
Date (or such earlier date on which the Tranche A Revolving Loans become
due and payable pursuant to the terms of this Agreement). Each Borrower
hereby further agrees to pay to the Agent’s Account for the account of
the Tranche A Lenders interest on the unpaid principal amount of the
Tranche A Revolving Loans made 



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	 	to it from time to time outstanding from
the date hereof until payment in full thereof at the rates per annum, and
on the dates set forth, in Section 2.06.
	 
	 	     (b) Each Tranche A Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness of the
Borrowers to such Tranche A Lender resulting from each Tranche A
Revolving Loan of such Tranche A Lender from time to time, including the
amounts of principal and interest payable and paid to such Tranche A
Lender from time to time under this Agreement.
	 
	 	     (c) The Agent, on behalf of the Borrowers, shall maintain the
Register pursuant to Section 10.08, and a subaccount therein for each
Tranche A Lender, in which shall be recorded (i) the amount of each
Tranche A Revolving Loan made by such Tranche A Lender and any Tranche A
Revolving Loan Note evidencing such Tranche A Revolving Loan, (ii) the
amount of any principal or interest due and payable or to become due and
payable from the Borrowers to each Tranche A Lender hereunder and (iii)
both the amount of any sum received by the Agent hereunder from the
Borrowers and each Tranche A Lender’s Pro Rata Share thereof.
	 
	 	     (d) The Agent shall promptly distribute any sum received hereunder
for the account of the Tranche A Lenders to each Tranche A Lender,
pursuant to applicable wire instructions received from each Tranche A
Lender in writing, as soon as practicable but in any case within one (1)
Business Day in an amount equal to such Tranche A Lender’s Pro Rata
Share.
	 
	 	     (e) The entries made in the Register and the accounts of each
Tranche A Lender maintained pursuant to this Section 2.05 shall, to the
extent permitted by applicable law, be prima facie evidence of the
existence and amounts of the obligations of the Borrowers therein
recorded; provided, however, that the failure of any Tranche A Lender or
the Agent to maintain the Register or any such account, or any error
therein, shall not in any manner affect the obligation of the relevant
Borrower to repay (with applicable interest) the Tranche A Revolving
Loans made to the Borrowers by such Tranche A Lender in accordance with
the terms of this Agreement.



     Section 2.06 Interest.



		
	 	     (a) Tranche A Revolving Loans. Each Tranche A Revolving Loan shall
bear interest on the principal amount thereof from time to time
outstanding, from the date of such Tranche A Revolving Loan until such
principal amount becomes due or is earlier repaid, at a rate per annum
equal to the greater of (i) the LIBO Rate plus 5.0% and (ii) 9.5%.
	 
	 	     (b) Default Interest. To the extent permitted by law, upon the
occurrence and during the continuance of an Event of Default, the
principal of, and all accrued and unpaid interest on, all Tranche A
Revolving Loans and all fees, indemnities or any other Obligations of the
Borrowers under this Agreement, the Tranche A Revolving Loan Notes and
other Tranche A Revolving Loan Documents shall bear interest, from the
date such Event of Default occurred until such Event of Default is cured
or waived in writing 



43






 





		
	 	in accordance herewith, at a rate per annum equal to
the greater of (i) the LIBO Rate plus 7.0% and (ii) 11.5% (the
“Post-Default Rate”).
	 
	 	     (c) Interest Payment. Interest on each Tranche A Revolving Loan
shall be payable with respect to each Interest Period, in arrears, on
each Remittance Date, commencing on the first Remittance Date following
the date on which such Tranche A Revolving Loan is made, and on the Final
Maturity Date. Interest at the Post-Default Rate shall be payable on
demand. The Borrowers hereby authorize the Agent to, and the Agent may,
from time to time, charge the Tranche A Revolving Loan Account pursuant
to Section 4.01 with the amount of any interest payment due hereunder.
	 
	 	     (d) General. All interest shall be computed on the basis of a year
of 360 days for the actual number of days, including the first day but
excluding the last day, elapsed.



     Section 2.07 Prepayment of Tranche A Revolving Loans.



		
	 	     (a) Optional Prepayment. The Borrowers may prepay without penalty
or premium the principal of any Tranche A Revolving Loan, in whole or in
part, together with accrued and unpaid interest thereon. The Borrowers
shall use reasonable efforts to provide at least one Business Day’s prior
notice of any such optional prepayment.
	 
	 	     (b) Mandatory Repayment.




		
	 	               (i) Borrowing Base Deficiency. Should the Tranche A Exposure exceed
the Tranche A Borrowing Base Amount or the Tranche A Total Commitment at
any time, the Borrowers shall within one (1) Business Day repay the
Tranche A Revolving Loans in the amount of such deficiency.
	 
	 	               (ii) Reduction in Base Commitment. The Base Commitment shall be
reduced by an amount equal to, and the Tranche A Revolving Loans
outstanding shall be repaid in an amount equal to, 50% of the Net Cash
Proceeds in excess of the Related Tranche A Borrowing Base Value of
Permitted Dispositions made under clause (ix)(b) of the definition of
“Permitted Disposition” herein. The remaining 50% of such Net Cash
Proceeds (the “Borrowing Base Exempt Proceeds”) may, subject to all the
terms and provisions of this Agreement, be applied by the Borrowers for
general corporate purposes and working capital needs. With respect to
any disposition of Real Property Collateral under Contract, the
determination of Borrowing Base Exempt Proceeds shall be based on the
Related Tranche A Borrowing Base Value of such asset as of the most
recent date on which it was classified for Tranche A Borrowing Base
Amount purposes as Real Property Collateral.
	 
	 	               (iii) Dispositions; Casualty Proceeds; Incurrence of Indebtedness.
Immediately upon (A) any Disposition by any Borrower, (B) any receipt of
the proceeds of insurance or other compensation in respect of any
Casualty Event affecting the Property of a Borrower or any condemnation
award, (C) any incurrence of Indebtedness other than Permitted
Indebtedness and (D) and payments made in contravention of Section
7.02(i) and Section 7.02(j) hereof, the Borrowers shall prepay 



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	 	the
outstanding principal of the Tranche A Revolving Loans, together with
accrued and unpaid interest thereon, in an amount equal to (I) in the
case of clause A or B above, 100% of the Net Cash Proceeds received by
any Borrower in connection with any such
event; and (II) in the case of clause C or D above, 100% of the
amount of such Indebtedness or payments, respectively.
	 
	 	               (iv) Excess Cash Flow. All unrestricted cash of the Borrowers in
excess of $5,000,000 in the Concentration Account will be paid on each
Remittance Date (or on such more frequent basis as required by the Agent)
into the Agent’s Account to repay Tranche A Revolving Loans or to the
extent required as additional cash collateral under the Tranche B
Facility. Such repayment will not reduce the Tranche A Borrowing Base
Amount or the Tranche A Total Commitment unless such cash represents
Proceeds of Tranche A Borrowing Base Assets, in which case the provisions
in Section 2.07(b)(i) and Section 2.07(b)(ii) above shall apply, as
applicable. The Borrowers shall use diligent, good faith efforts to
weekly (or on such more frequent basis as required by the Agent)
concentrate in the Concentration Account all unrestricted cash in
accounts of sales offices, plants and other field locations.
	 
	 	               (v) Exempt Proceeds. Notwithstanding Section 2.07(b)(ii) and
Section 2.07(b)(iii) above, but subject to Section 2.07(b)(i) above and
so long as no Default or Event of Default has occurred and is continuing
under the Tranche A Facility, Exempt Proceeds may be applied by the
Borrowers for general corporate purposes and working capital needs,
provided that any Exempt Proceeds not applied for such purposes as of any
Remittance Date shall be subject to Section 2.07(b)(iii).
	 
	 	               (c) Cumulative Prepayments. Except as otherwise expressly provided
in this Section 2.07, payments with respect to any subsection of this
Section 2.07 are in addition to payments made or required to be made
under any other subsection of this Section 2.07.



     Section 2.08 Fees.



		
	 	     (a) Facility Fee. The Borrowers shall pay to the Agent for the
account of the Tranche A Lenders, in accordance with a written agreement
among such Tranche A Lenders, a non-refundable facility fee (the
“Facility Fee”) equal to (a) two (2) percent of the Maximum Credit minus
the Due Diligence Fee, payable upon entry of the Final Bankruptcy Court
Order; and (b) two (2) percent of the Maximum Credit payable at the Final
Maturity Date.
	 
	 	     (b) Breakup and Due Diligence Fee.
	 
	 	               Pursuant to an order of the Bankruptcy Court dated November 26,
2002, the Debtor Borrowers have (i) agreed to pay to the Agent for the
account of the Tranche A Lenders a break-up fee (the “Break-Up Fee) equal
to $2,150,000 under the terms set forth in such order and (ii) paid to
the Agent for the account of the Tranche A Lenders a fully earned and
non-refundable due diligence fee (the “Due Diligence Fee”) equal to
$500,000.



45






 







		
	 	     (c) Letter of Credit Fee.
	 
	 	               The Borrowers shall pay to the Agent for the account of the Tranche
A Lenders a fee in respect of the LC Exposure (the “Letter of Credit
Fee”) equal to 5.0
percent per annum multiplied by the average daily amount of the LC
Exposure in a given month, payable monthly in arrears on each Remittance
Date.
	 
	 	     (d) Nonusage Fee
	 
	 	               On each Remittance Date, the Borrowers shall pay to the Agent for
the account of the Tranche A Lenders a non-usage fee of 0.50 percent per
annum on the average daily difference in a given month between the
Tranche A Total Commitment (inclusive of the Swing Line Commitment) in
effect as of the prior Remittance Date (less the average daily LC
Exposure for such month) and the outstanding principal of Tranche A
Revolving Loans (the “Nonusage Fee”), payable monthly in arrears on each
Remittance Date.



     Section 2.09 Taxes.



		
	 	     (a) All payments made by the Borrowers hereunder, under the Tranche
A Revolving Loan Notes or under any other Tranche A Revolving Loan
Document shall be made without set-off, counterclaim, deduction or other
defense. All such payments shall be made free and clear of and without
deduction for any present or future income, franchise, sales, use,
excise, stamp or other taxes, levies, imposts, deductions, charges, fees,
withholdings, restrictions or conditions of any nature now or hereafter
imposed, levied, collected, withheld or assessed by any jurisdiction
(whether pursuant to United States Federal, state, local or foreign law)
or by any political subdivision or taxing authority thereof or therein,
and all interest, penalties or similar liabilities, excluding net income
taxes and franchise taxes (imposed in lieu of net income taxes) of, and
branch profit taxes of, the Agent or any Tranche A Lender imposed by the
jurisdiction in which the Agent or such Tranche A Lender is organized or
any political subdivision thereof or taxing authority thereof or any
jurisdiction in which such Person’s principal office or relevant lending
office is located or any political subdivision thereof or taxing
authority thereof (such nonexcluded taxes being hereinafter collectively
referred to as “Non-Excluded Taxes”). If the Borrowers shall be required
by law to deduct or to withhold any Non-Excluded Taxes from or in respect
of any amount payable hereunder,



               (i) the amount so payable shall be increased to the extent necessary so
that after making all required deductions and withholdings (including
Non-Excluded Taxes on amounts payable to the Tranche A Lenders pursuant to this
sentence) the Tranche A Lenders receive an amount equal to the sum they would
have received had no such deductions or withholdings been made,


               (ii) the Borrowers shall make such deductions or withholdings, and


               (iii) the Borrowers shall pay the full amount deducted or withheld to the
relevant taxing authority in accordance with applicable law. Whenever any
Non-Excluded


46






 




Taxes are payable by the Borrowers, as promptly as possible
thereafter, the Administrative Borrower shall send the Tranche A Lenders and
the Agent an official receipt (or, if an official receipt is not available,
such other documentation as shall be satisfactory to the Tranche A Lenders and
the Agent) showing payment. In addition, the Borrowers agree to pay any present
or future taxes, charges or similar levies which arise from any payment made
hereunder or from the execution, delivery, performance, recordation or filing
of, or otherwise with respect to, this Agreement, the Tranche A Revolving Loan
Notes or any other Tranche A Revolving Loan Document other than the foregoing
excluded taxes (hereinafter referred to as “Other Taxes”).



		
	 	     (b) If the Borrowers fail to pay any Non-Excluded Taxes or Other
Taxes, the Borrowers will indemnify the Tranche A Lenders for the amount
of Non-Excluded Taxes or Other Taxes (including, without limitation, any
Non-Excluded Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.10) paid by any Tranche A Lender and any
liability (including penalties, interest and expenses for nonpayment,
late payment or otherwise) arising therefrom or with respect thereto,
whether or not such Non-Excluded Taxes or Other Taxes were correctly or
legally asserted. This indemnification shall be paid within 30 days from
the date on which such Tranche A Lender makes written demand which demand
shall identify the nature and amount of Non-Excluded Taxes or Other Taxes
for which indemnification is being sought and the basis of the claim.
	 
	 	     (c) Each Tranche A Lender that is organized in a jurisdiction other
than the United States, a State thereof or the District of Columbia
hereby agrees that:



               (i) it shall, no later than the Effective Date (or, in the case of a
Tranche A Lender which becomes a party hereto pursuant to Section 10.08 hereof
after the Effective Date, the date upon which such Tranche A Lender becomes a
party hereto), deliver to the Administrative Borrower and the Agent two
accurate, complete and signed originals of U.S. Internal Revenue Service Form
W-8ECI or Form W-8BEN or other applicable or successor form indicating that
such Tranche A Lender is on the date of delivery thereof entitled to receive
payments of principal, interest and fees for the account of its lending office
under this Agreement free from withholding of United States Federal income tax;


               (ii) it shall deliver to the Administrative Borrower and the Agent two
further properly completed and duly executed copies of such Form W-8ECI or Form
W-8BEN or any successor or applicable form on or before the date that any such
Form W-8ECI or Form W-8BEN expires or becomes obsolete or invalid and after the
occurrence of any event (including, without limitation, a change in a lending
office or an addition of a lending office by a Tranche A Lender) requiring a
change in the most recent form previously delivered by it to the Administrative
Borrower and the Agent or upon the reasonable request of the Administrative
Borrower or the Agent;


               (iii) it shall, promptly upon the Administrative Borrower’s reasonable
request to that effect, deliver to the Administrative Borrower such other forms
or similar documentation as may be required from time to time by any applicable
law, treaty, rule or regulation in order to establish such Tranche A Lender’s
tax status for withholding purposes; and


47






 


               (iv) it shall obtain such extensions of time for filing and completing
such forms or certifications as may be reasonably requested by the
Administrative Borrower.



		
	 	     (d) If a Tranche A Lender shall become aware that it is entitled to
claim a refund from a taxing authority in respect of Non-Excluded Taxes
or Other Taxes as to which it has been indemnified by the Borrowers, or
with respect to which the Borrowers have paid increased amounts pursuant
to this Section 2.09, it shall promptly notify the Administrative
Borrower of the availability of such refund claim and shall make the
appropriate claim to such taxing authority for such refund. If a Tranche
A Lender receives a refund (including pursuant to a claim for refund made
pursuant to the preceding sentence) in respect of any Non-Excluded or
Other Tax as to which it has been indemnified by the Borrowers, or with
respect to which the Borrowers have paid increased amounts pursuant to
this Section 2.09, it shall within 30 days from the date of such receipt
pay over such refund (but only to the extent of indemnity payments made
or additional amounts paid by the Borrowers pursuant to this Section
2.09) to the Borrowers, net of all out-of-pocket expenses of such Tranche
A Lender; provided, that, the Borrowers, upon the request of such Tranche
A Lender, agree to repay the amount paid over to the Borrowers (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to such Tranche A Lender in the event that such Tranche A
Lender is required to repay such refund to such Governmental Authority.
	 
	 	     (e) If the Borrowers fail to perform their obligations under this
Section 2.09, the Borrowers shall indemnify the Tranche A Lenders for any
taxes, interest or penalties that may become payable as a result of any
such failure.



     Section 2.10 Cash Management.



		
	 	     (a) Borrowers shall establish and maintain cash management services
of a type and on terms satisfactory to Agent with Wachovia Bank, National
Association (the “Cash Management Bank”), and shall request in writing
and otherwise take such reasonable steps to ensure that all of its
Account Debtors that are Dealers forward payment of the amounts owed by
them directly to the Cash Collateral Account at such Cash Management
Bank. Subject to Section 7.02(s)(iii) hereof, Borrowers shall deposit,
or cause to be deposited, all funds available to Borrowers that initially
are deposited into the Cash Management Accounts (other than the Cash
Collateral Account) at the Cash Management Bank (excluding proceeds from
the Warehouse Facility, except during a Default or Event of Default, and
excluding amounts set aside for principal and interest payments on the
Tranche A Revolving Loans, which are to be deposited into the Agent’s
Account pursuant to Section 2.05 hereof) into the Cash Collateral Account
within one (1) Business Day. Borrowers shall cause all funds available
to Borrowers to be deposited initially into the Cash Management Bank to
the extent reasonably practicable, and shall cause to be transferred to
the Cash Management Bank for deposit therein funds initially deposited
into Deposit Accounts established at institutions other than the Cash
Management Bank as expeditiously as possible and in any event not less
frequently than weekly. Monies required to be deposited into the Cash
Collateral Account are hereinafter referred to as “Additional Cash
Management Bank Deposits”. All funds in the Cash Collateral Account
shall be swept into the Concentration Account at the end of each Business
Day, 



48






 





		
	 	unless a Default or Event of Default has occurred and is continuing
or would result from such sweep.
	 
	 	     (b) Borrowers shall cause any Cash Management Bank to establish and
maintain an Account Control Agreement with Agent and Borrowers, in form
and substance acceptable to Agent. The Account Control Agreement shall
provide, among other things, that (i) all items of payment deposited in
the Cash Collateral Account and in the Borrowers’ Cash Management
Accounts (including the Concentration Account but excluding the Lockbox
Account) and Proceeds thereof are held by the Cash Management Bank as
agent or bailee-in-possession for Agent and are subject to Agent’s
Control, (ii) the Cash Management Bank has no rights of set-off or
recoupment or any other claim against either the Cash Collateral Account
or the Cash Management Accounts, other than for payment of its service
fees and other charges directly related to the administration of the Cash
Collateral Account and the Cash Management Accounts and for returned
checks or other items of payment, and (iii) upon instruction from Agent,
the Cash Management Bank shall immediately forward, and Borrowers shall
agree to cause Cash Management Bank to so forward, by daily deposit all
amounts in the Cash Collateral Account to the Agent’s Account; provided
that, so long as no Default or Event of Default has occurred and is
continuing, the Agent shall provide the Borrowers with two (2) Business
Days’ prior written notice prior to presenting such an instruction to the
Cash Management Bank. Any funds paid to the Agent’s Account pursuant to
the previous sentence shall be applied to repay the Borrowers’
Obligations and, unless an Event of Default has occurred and is
continuing, any excess amount shall be reimbursed to the Borrowers.
	 
	 	     (c) So long as no Default or Event of Default has occurred and is
continuing, Administrative Borrower may amend Schedule 2.10(A) to add or
replace the Cash Management Bank, the Cash Collateral Account or any Cash
Management Account; provided, however, that (i) such prospective Cash
Management Bank shall be satisfactory to Agent and Agent shall have
consented in writing in advance to the opening of such prospective Cash
Collateral Account or Cash Management Account, as the case may be, with
the prospective Cash Management Bank, and (ii) prior to the time of the
opening of such prospective Cash Collateral Account or Cash Management
Account, as the case may be, Borrowers and such prospective Cash
Management Bank shall have executed and delivered to Agent an Account
Control Agreement containing the provisions listed in Section 2.10(b)
hereof. Borrowers shall close the existing Cash Collateral Account and
all of their Cash Management Accounts (and establish a replacement Cash
Collateral Account and replacement Cash Management Accounts in accordance
with the foregoing sentence) promptly and in any event within 30 days of
notice from Agent that the creditworthiness of the Cash Management Bank
is no longer acceptable in Agent’s reasonable judgment, or as promptly as
practicable and in any event within 60 days of notice from Agent that the
operating performance, funds transfer, or availability procedures or
performance of such Cash Management Bank with respect to the Cash
Collateral Account or the Cash Management Accounts, as the case may be,
or Agent’s liability under any Account Control Agreement with such Cash
Management Bank, is no longer acceptable to Agent.



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	 	     (d) The Cash Collateral Account and the Cash Management Accounts
shall be cash collateral accounts, with all cash, checks and similar
items of payment in such accounts securing payment of the Obligations,
and in which Borrowers hereby grant a Lien to Agent. The Borrowers shall
not establish or maintain any concentration accounts
other than the Concentration Account. Without the written consent
of the Agent, the Borrowers shall not commingle cash receipts required to
be remitted to Securitization Trusts in the Deposit Accounts of the
Borrowers, or otherwise commingle funds held in a fiduciary capacity with
funds owned by the Borrowers, except to the extent such commingling is
unavoidable, in which case the Borrowers hereby agree to timely (and in
any case in compliance with the requirements of the Pooling and Servicing
Agreements) remit to the appropriate party or segregate any such funds
held in a fiduciary capacity such that such funds are no longer
commingled. The parties hereto understand that commingling currently
occurs in connection with the sale of repossessed manufactured housing
units by retail sales centers, in OAC LLC’s escrow disbursing account, in
OAC LLC’s escrow/suspense account, in OAC LLC’s remittance clearing
account, in OAC LLC’s NSF reversal account and in the Lockbox Account.
Notwithstanding the foregoing, nothing in this Section 2.10(d) shall
limit the Borrowers’ requirement to deposit into Cash Collateral Account
amounts required to be deposited therein in accordance with Section
2.10(a) hereof.
	 
	 	     (e) Within ten (10) Business Days after the date of the Tranche A
SPE Security Agreement, the Tranche A SPE shall establish or cause to be
established an account with JPMorgan Chase Bank or such other financial
institution as the Agent may direct, entitled “Greenwich Capital
Financial Products, Inc., as agent for the benefit of the Tranche A
Secured Parties and the Tranche B Secured Parties, Reimbursement Account”
(the “Reimbursement Account”). The Tranche A SPE shall deposit or cause
to be deposited all proceeds, recoveries and collections in respect of
the Collateral owned by the Tranche A SPE, including, without limitation,
all proceeds, recoveries and collections of Servicing Advance
Receivables, into the Reimbursement Account. The Tranche A SPE shall
cause daily automated clearing house (“ACH”) debits pursuant to which all
reimbursements of Servicing Advance Receivables are transferred to the
Reimbursement Account from the Lockbox Account or other deposit accounts
maintained pursuant to the Pooling and Servicing Agreements within one
(1) Business Day after deposit into the Lockbox Account or the related
deposit account.
	 
	 	     (f) The Borrowers may initiate ACH transactions relating to the
Borrowers’ loan servicing operations only in a manner consistent with
past practice or as necessary to enable the Borrowers to comply with the
terms of this Agreement or the Tranche B Agreements.
	 
	 	     (g) Except as permitted by Section 2.10(f), the Borrowers shall
restrict the use of Borrower-initiated ACH withdrawals from their Cash
Management Accounts to instances (i) in which applicable law or
regulations to which the Borrowers are subject require that payments be
made by ACH or (ii) for which there is no commercially expedient
alternative (e.g., the payment of compensation due employees by means of
direct deposit to the employees’ bank accounts). The Borrowers shall not
initiate any such ACH withdrawal from a Cash Management Account unless at
the time Borrowers request the 



50






 





		
	 	Cash Management Bank to initiate such ACH
withdrawal there are sufficient funds to honor such withdrawal.



ARTICLE III

SECURITY AND ADMINISTRATIVE PRIORITY


     Section 3.01 Collateral; Grant of Lien and Security Interest.



		
	 	     (a)



               (i) Pursuant to and as provided in the Final Bankruptcy Court Order, as
security for the full and timely payment and performance of all of the
Obligations, each Debtor Borrower hereby as of the Effective Date assigns,
pledges, transfers and grants to the Agent, for the benefit of the Agent and
the Tranche A Lenders, pursuant to Section 364 of the Bankruptcy Code, a
perfected security interest in and to and Lien on all currently existing or
hereafter acquired or arising Collateral.


               (ii) As security for the full and timely payment and performance of all of
the Obligations, the Non-Debtor Borrower hereby as of the Effective Date
assigns, pledges, transfers and grants to the Agent, for the benefit of the
Agent and the Tranche A Lenders, a perfected security interest in and to and
Lien on all its currently existing or hereafter acquired or arising Collateral.



		
	 	     (b)



               (i) Upon entry of the Final Bankruptcy Court Order and pursuant to its
terms, the Lien and security interest in favor of the Agent referred to in
Section 3.01(a)(i) hereof shall be a valid, binding, enforceable and perfected
Lien and security interest in favor of the Agent in the Collateral, prior to
all other Liens and security interests in the Collateral except for (i) Liens
existing on the Effective Date securing the Senior Claims set forth on Schedule
1.01(E) and (ii) Permitted Liens (to the extent that such Permitted Liens are
accorded priority as a matter of law or pursuant to agreement). Such Lien and
security interest and its priority shall remain in effect until the Commitments
have been terminated and all Obligations have been repaid in cash in full.


               (ii) The Lien and security interest in favor of the Agent referred to in
Section 3.01(a)(ii) hereof shall be a valid, binding, enforceable and perfected
Lien and security interest in the Collateral, prior to all other Liens and
security interests in the Collateral. Such Lien and security interest and its
priority shall remain in effect until the Commitments have been terminated and
all Obligations have been repaid in cash in full.



		
	 	     (c) Notwithstanding anything herein to the contrary (i) all Proceeds
received by the Agent and the Tranche A Lenders from the Collateral
subject to the Liens granted by the Debtor Borrowers in this Section 3.01
and in each other Tranche A Revolving Loan Document and by the Final
Bankruptcy Court Order following an Event of Default shall be subject to
the prior payment of the Carve-Out Expenses having priority over the
Obligations to the extent set forth in the definition of Agreed
Administrative Expense 



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	 	Priorities, (ii) no Person entitled to Carve-Out
Expenses shall be entitled, as a result of being entitled to such
Carve-Out Expenses, to sell or otherwise dispose, or seek or object to
the sale or other disposition, of any Collateral, and (iii) the
administrative expense
claim status of the Obligations granted in the Final Bankruptcy
Court Order and described in Section 3.02 of this Agreement shall not
apply to any Avoidance Actions.
	 
	 	     (d) In the event that any Collateral is evidenced by or consists of
Negotiable Collateral, certificated securities or other instruments and
if and to the extent that perfection or priority of Agent’s security
interest is dependent on or enhanced by possession, the applicable
Borrower, immediately upon the request of Agent, shall endorse and
deliver physical possession of such Negotiable Collateral, certificated
securities or other instruments to Agent; provided, that endorsement and
delivery shall not be required in connection with an Installment Sales
Contract.
	 
	 	     (e) At any time after the occurrence and during the continuation of
an Event of Default, Agent or Agent’s designee may (a) notify Account
Debtors that are Dealers that the Accounts, Chattel Paper, or General
Intangibles and any other payment intangibles have been assigned to Agent
or that Agent has a security interest therein, (b) collect the Accounts,
Chattel Paper, or General Intangibles or other payment intangibles
directly and charge the collection costs and expenses to the Tranche A
Revolving Loan Account, or (c) exercise Control over the Cash Collateral
Account and all Cash Management Accounts (including the Concentration
Account but excluding the Lockbox Account) or, should no Account Control
Agreement be in place, require that the Borrowers act as directed
pursuant to Section 3.01(g)(vi) herein. Each Borrower agrees that it
will hold in trust for the Tranche A Lenders, as the Tranche A Lenders’
trustee, any Additional Cash Management Bank Deposits that it receives
and immediately will deliver said Additional Cash Management Bank
Deposits to Agent as received by the applicable Borrower.
	 
	 	     (f) Each Borrower authorizes Agent to file, transmit, or
communicate, as applicable, Mortgages, UCC financing statements,
Intellectual Property financing statements, original financing statements
in lieu of continuation statements, continuation statements and
amendments in order to perfect Agent’s Liens on the Collateral without
such Borrower’s signature to the extent permitted by applicable law.
Notwithstanding the foregoing, at any time upon the request of Agent,
Borrowers shall execute and deliver to Agent, any and all Mortgages, UCC
financing statements, Intellectual Property financing statements,
original financing statements in lieu of continuation statements,
continuation statements and amendments, fixture filings, security
agreements, pledges, assignments, endorsements of certificates of title,
and all other documents (the “Additional Documents”) upon which any
Borrower’s signature may be required and that Agent may request in its
Permitted Discretion, in form and substance satisfactory to Agent, to
perfect and continue perfected or better perfect Agent’s Liens in the
Collateral (whether now owned or hereafter arising or acquired), to
create and perfect Liens in favor of Agent in any Real Property acquired
after the Effective Date, and in order to fully consummate all of the
transactions contemplated hereby and under the other Tranche A Revolving
Loan Documents. To the maximum extent permitted by applicable law, each
Borrower authorizes Agent to execute any such Additional Documents in the
applicable Borrower’s name and authorize Agent to file such executed
Additional Documents in any 



52






 





		
	 	appropriate filing office. In addition, on
such periodic basis as Agent shall require, Borrowers shall (a) provide
Agent with a report of all new patent disclosures and inventions, patent
applications, trademarks, service marks, trade names, corporate names,
company names, business names, fictitious business names and other
source or business identifiers and Internet domain names, copyright
applications and material copyrightable works, all forming a part of the
Debtor Borrower’s Intellectual Property acquired or generated by
Borrowers during the prior period, (b) in each Borrower’s commercially
reasonable discretion, apply for registration or cause to be filed
application for registration of such Debtor Borrower’s Intellectual
Property acquired or generated by Borrowers that are not already the
subject of a registration with the appropriate filing office (or an
application therefor diligently prosecuted) with such appropriate filing
office in a manner sufficient to impart constructive notice of Borrowers’
ownership thereof, and (c) cause to be prepared, executed, and delivered
to Agent supplemental schedules to the applicable Tranche A Revolving
Loan Documents to identify such Debtor Borrower Intellectual Property as
being subject to the security interests created thereunder. In addition,
Borrowers agree that, upon acquiring any interest in a Commercial Tort
Claim, such Borrower shall, in writing, describe the details of such
claim and assign an interest thereto to Agent, and upon acquiring any
Chattel Paper after the date hereof (electronic, tangible or otherwise),
such Borrower shall assign to Agent a security interest in such Chattel
Paper, or if applicable, deliver such Chattel Paper to Agent as
Collateral hereunder.
	 
	 	     (g) Each Borrower hereby irrevocably makes, constitutes, and
appoints Agent (and any of Agent’s officers, employees, or agents
designated by Agent) as such Borrower’s true and lawful attorney, with
power to (i) if such Borrower refuses to, or fails timely to execute and
deliver any of the documents described in Section 3.01(f), sign the name
of such Borrower on any of the documents described in Section 3.01(f),
(ii) at any time that an Event of Default has occurred and is continuing,
sign such Borrower’s name on any invoice or bill of lading relating to
the Collateral, drafts against Account Debtors, or notices to Account
Debtors, (iii) send requests for verification of Accounts, (iv) endorse
such Borrower’s name on any Additional Cash Management Bank Deposit item
that may come into the possession of the Tranche A Lenders, (v) at any
time that an Event of Default has occurred and is continuing, make,
settle, and adjust all claims under such Borrower’s policies of insurance
and make all determinations and decisions with respect to such policies
of insurance, (vi) at any time that an Event of Default has occurred and
is continuing, act in all respects as owner of the Cash Management
Accounts and direct (or require the Borrowers’ authorized signatories to
so direct) the Cash Management Bank to act in accordance with the terms
of Section 2.10(b) herein or otherwise as directed by the Agent, and
(vii) at any time that an Event of Default has occurred and is
continuing, settle and adjust disputes and claims respecting the
Accounts, Chattel Paper, or General Intangibles directly with Account
Debtors, for amounts and upon terms that Agent determines to be
reasonable, and Agent may cause to be executed and delivered any
documents and releases that Agent determines to be necessary. The
appointment of Agent as each Borrower’s attorney, and each and every one
of its rights and powers, being coupled with an interest, is irrevocable
until all of the Obligations have been fully and finally repaid and
performed and the Tranche A Lenders’ obligations to extend credit
hereunder are terminated.



53






 







		
	 	     (h) Each Borrower agrees that it will not transfer assets out of any
Securities Accounts other than as permitted under Section 7.02(p) and, if
to another Securities
Intermediary, unless each of the applicable Borrower, Agent, and the
substitute Securities Intermediary have entered into an Account Control
Agreement. No arrangement contemplated hereby or by any Account Control
Agreement in respect of any Securities Accounts or other Investment
Property shall be modified by Borrowers without the prior written consent
of Agent. Upon the occurrence and during the continuance of a Default or
Event of Default, Agent may notify any Securities Intermediary to
liquidate the applicable Securities Account or any related Investment
Property maintained or held thereby and remit the proceeds thereof to the
Agent for the account of the Tranche A Lenders.



     Section 3.02 Administrative Priority. Pursuant to Section 364(c)(1) of
the Bankruptcy Code and as provided for in the Final Bankruptcy Court Order,
each of the Borrowers agrees that all Obligations of the Debtor Borrowers under
this Agreement shall constitute allowed administrative expenses in the Chapter
11 Cases having priority over all administrative expenses of and unsecured
claims against the Debtor Borrowers now existing or hereafter arising, of any
kind or nature whatsoever, including without limitation all administrative
expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy
Code, subject, as to priority, only to Carve-Out Expenses having priority over
the Obligations to the extent set forth in the definition of Agreed
Administrative Expense Priorities.


     Section 3.03 Grants, Rights and Remedies. The Lien and security interest
granted pursuant to Section 3.01(a) hereof and administrative priority granted
pursuant to Section 3.02 hereof are independently granted by this Agreement and
by the other Tranche A Revolving Loan Documents hereafter entered into. This
Agreement, the Final Bankruptcy Court Order and such other Tranche A Revolving
Loan Documents supplement each other, and the grants, priorities, rights and
remedies of the Agent and the Tranche A Lenders hereunder and thereunder are
cumulative.


     Section 3.04 No Filings Required. Notwithstanding Section 3.01(f) hereof,
the Liens and security interests referred to in Section 3.01(a)(i) hereof and
in the Tranche A Revolving Loan Documents shall be deemed valid and perfected
by entry of the Final Bankruptcy Court Order and entry of the Final Bankruptcy
Court Order shall have occurred on or before the date of the initial Tranche A
Revolving Loans hereunder. Other than with respect to the Non-Debtor Borrower,
the Agent shall not be required to file any financing statements, Mortgages,
notices of Lien or similar instruments in any jurisdiction or filing office or
to take any other action in order to validate or perfect the Lien and security
interest granted by or pursuant to this Agreement, the Final Bankruptcy Court
Order or any other Tranche A Revolving Loan Document.


     Section 3.05 Survival. The Liens, lien priority, administrative
priorities and other rights and remedies granted to the Agent and the Tranche A
Lenders pursuant to this Agreement, the Final Bankruptcy Court Order and the
other Tranche A Revolving Loan Documents (specifically including, but not
limited to, the existence, perfection and priority of the Liens and security
interests provided herein and therein, and the administrative priority provided
herein and


54






 




therein) shall not be modified, altered or impaired in any manner by
any other financing or extension of credit or incurrence of debt by any
Borrower (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by
any dismissal or conversion of any of the Chapter 11
Cases, or by any other act or omission whatever. Without limitation,
notwithstanding any such order, financing, extension, incurrence, dismissal,
conversion, act or omission:



		
	 	     (a) except for the Carve-Out Expenses having priority over the
Obligations to the extent set forth in the definition of Agreed
Administrative Expense Priorities, no costs or expenses of administration
which have been or may be incurred in the Chapter 11 Cases or any
conversion of the same or in any other proceedings related thereto, and
no priority claims, including, without limitation, claims and charges
under Section 506(c) of the Bankruptcy Code, are or will be prior to or
on a parity with any claim of any Tranche A Lender against the Borrowers
in respect of any Obligation,
	 
	 	     (b) the Liens in favor of the Agent and the Tranche A Lenders set
forth in Section 3.01(a) hereof shall constitute valid and perfected
Liens and security interests, subject (in the case of the Liens granted
under Section 3.01(a)(i) hereof) only to Permitted Liens (to the extent
that such Permitted Liens are accorded priority as a matter of law or
pursuant to agreement) and the priority of the Senior Claims, and shall
be prior to all other Liens and security interests, now existing or
hereafter arising, in favor of any other creditor or any other Person
whatsoever, and
	 
	 	     (c) the Liens in favor of the Agent and the Tranche A Lenders set
forth in Section 3.01(a)(i) hereof and in the Tranche A Revolving Loan
Documents shall continue to be valid and perfected without the necessity
that the Agent file financing statements, mortgages or otherwise perfect
its Lien under applicable nonbankruptcy law.



ARTICLE IV

PAYMENTS AND OTHER COMPENSATION


     Section 4.01 Payments; Computations and Statements.



		
	 	     (a) The Borrowers will make each payment under the Tranche A
Revolving Loans not later than 12:00 noon (New York City time) on the day
when due, in lawful money of the United States of America and in
immediately available funds, to the Agent at the Payment Office. All
payments received by the Agent after 12:00 noon (New York City time) on
any Business Day will be credited to the Tranche A Revolving Loan Account
on the next succeeding Business Day. All payments shall be made by the
Borrowers without defense, set-off or counterclaim to the Agent and the
Tranche A Lenders. Except as provided in Section 2.02, after receipt,
the Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal ratably to the Tranche A Lenders in
accordance with their Pro Rata Shares and like funds relating to the
payment of any other amount payable to any Tranche A Lender to such
Tranche A Lender, in each case to be applied in accordance with the terms
of this Agreement, provided that the Agent will cause to be distributed
all interest and fees received from or for the account of the Borrowers
as soon as practicable after receipt thereof, but in any case within one
Business Day of receipt. The Tranche A Lenders and the Borrowers 



55






 





		
	 	hereby
authorize the Agent to, and the Agent may, from time to time charge the
Tranche A Revolving Loan Account of the Borrowers with any amount due and
payable by the Borrowers under any Tranche A Revolving Loan Document.
Each of the Tranche A
Lenders and the Borrowers agree that the Agent shall have the right
to make such charges whether or not any Event of Default or Default shall
have occurred and be continuing or whether any of the conditions
precedent in Section 5.02 have been satisfied. Any amount charged to the
Tranche A Revolving Loan Account of the Borrowers shall be deemed a
Tranche A Revolving Loan hereunder made by the Tranche A Lenders to the
Borrowers, funded by the Agent on behalf of the Tranche A Lenders and
subject to Section 2.02 of this Agreement. The Tranche A Lenders and the
Borrowers confirm that any charges which the Agent may so make to the
Tranche A Revolving Loan Account of the Borrowers as herein provided will
be made as an accommodation to the Borrowers and solely at the Agent’s
discretion, provided that the Agent shall from time to time, charge the
Tranche A Revolving Loan Account of the Borrowers with any amount due and
payable under any Tranche A Revolving Loan Document. Whenever any
payment to be made under any such Tranche A Revolving Loan Document shall
be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day and such extension of
time shall in such case be included in the computation of interest or
fees, as the case may be. All computations of fees shall be made by the
Agent on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day) occurring in the
period for which such fees are payable. Each determination by the Agent
of an interest rate or fees hereunder shall be conclusive and binding for
all purposes in the absence of manifest error.
	 
	 	     (b) The Agent shall provide the Administrative Borrower, promptly
after the end of each calendar month, a summary statement (in the form
from time to time used by the Agent) of the opening and closing daily
balances in the Tranche A Revolving Loan Account of the Borrowers during
such month, the amounts and dates on all Tranche A Revolving Loans made
to the Borrowers during such month, the amounts and dates of all payments
on account of the Tranche A Revolving Loans to the Borrowers during such
month and the Tranche A Revolving Loans to which such payments were
applied, the amount of interest accrued on the Tranche A Revolving Loans
to the Borrowers during such month, and the amount and nature of any
charges to such Tranche A Revolving Loan Account made during such month
on account of fees, commissions, expenses and other Obligations. All
entries on any such statement shall, unless objected to by the
Administrative Borrower within 30 days after the same is sent, be
presumed to be correct and shall be final and conclusive absent manifest
error.



     Section 4.02 Sharing of Payments, Etc. Except as provided in Section 2.02
hereof, if any Tranche A Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) on
account of any Obligation in excess of its Pro Rata Share on account of similar
obligations obtained by all the Tranche A Lenders, such Tranche A Lender shall
forthwith purchase from the other Tranche A Lenders such participations in such
similar obligations held by them as shall be necessary to cause such purchasing
Tranche A Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Tranche A


56






 




Lender, such purchase from
each Tranche A Lender shall be rescinded and such Tranche A Lender shall repay
to the purchasing Tranche A Lender the purchase price to the extent of such
recovery together with an amount equal to such Tranche A Lender’s ratable share
(according to the proportion of (i) the amount of such Tranche A Lender’s
required repayment to (ii) the total
amount so recovered from the purchasing Tranche A Lender of any interest
or other amount paid by the purchasing Tranche A Lender in respect of the total
amount so recovered). The Borrowers agree that any Tranche A Lender so
purchasing a participation from another Tranche A Lender pursuant to this
Section 4.02 may, to the fullest extent permitted by law, exercise all its
rights (including the Tranche A Lender’s right of set-off) with respect to such
participation as fully as if such Tranche A Lender were the direct creditor of
the Borrowers in the amount of such participation.


     Section 4.03 Apportionment of Payments.



		
	 	     (a) All payments of principal and interest in respect of outstanding
Tranche A Revolving Loans, all payments of fees (other than the fees set
forth in Sections 2.08(a) hereof to the extent set forth in a written
agreement among the Agent and the Tranche A Lenders) and all other
payments in respect of any other Obligations, shall be allocated by the
Agent among such of the Tranche A Lenders as are entitled thereto, in
proportion to their respective Pro Rata Shares or otherwise as provided
herein or, in respect of payments not made on account of Tranche A
Revolving Loans as designated by the Person making payment when the
payment is made. The Agent will promptly distribute any such payment to
each Tranche A Lender, as appropriate, within one (1) Business Day of
receipt.
	 
	 	     (b) After the occurrence and during the continuance of an Event of
Default, the Agent may, and upon the direction of the Required Tranche A
Lenders shall, apply all payments in respect of any Obligations and all
proceeds of the Collateral, subject to the provisions of this Agreement
(i) first, to pay the Obligations in respect of any fees, expense
reimbursements, indemnities and other amounts then due to the Agent as
Agent until paid in full; (ii) second, to pay the Obligations in respect
of any fees and indemnities then due to the Tranche A Lenders until paid
in full; (iii) third, ratably to pay interest due in respect of the
Tranche A Revolving Loans and Agent Advances until paid in full; (iv)
fourth, ratably to pay principal of the Tranche A Revolving Loans and
Agent Advances until paid in full; (v) fifth, to the ratable payment of
all other Obligations then due and payable; and (vi) sixth, to the
Tranche B Purchasers, all amounts due under the Tranche B Guaranties.



     Section 4.04 Increased Costs and Reduced Return.



		
	 	     (a) If any Tranche A Lender shall have determined that the adoption
or implementation of, or any change in, any law, rule, treaty or
regulation, or any policy, guideline or directive of, or any change in
the interpretation or administration thereof by, any court, central bank
or other administrative or Governmental Authority, or compliance by any
Tranche A Lender or any Person controlling any such Tranche A Lender with
any directive of or guideline from any central bank or other Governmental
Authority or the 



57






 





		
	 	introduction of or change in any accounting principles
applicable to any Tranche A Lender or any Person controlling any such
Tranche A Lender (in each case, whether or not having the force of law),
shall (i) change the basis of taxation of payments to any Tranche A
Lender or any Person controlling any such Tranche A Lender of any amounts
payable hereunder (except for taxes on the overall net income of any
Tranche A Lender
or any Person controlling any such Tranche A Lender), (ii) impose,
modify or deem applicable any reserve, special deposit or similar
requirement against any Tranche A Revolving Loan or against assets of or
held by, or deposits with or for the account of, or credit extended by
any Tranche A Lender, or any Person controlling any such Tranche A Lender
or (iii) impose on any Tranche A Lender or any Person controlling any
such Tranche A Lender or any other condition regarding this Agreement or
any Tranche A Revolving Loan, and the result of any event referred to in
clauses (i), (ii) or (iii) above shall be to increase the cost to any
Tranche A Lender of making any Tranche A Revolving Loan, agreeing to make
any Tranche A Revolving Loan or to reduce any amount received or
receivable by any Tranche A Lender hereunder, then, upon demand by such
Tranche A Lender, the Borrowers shall pay to such Tranche A Lender such
additional amounts as will compensate such Tranche A Lender for such
increased costs or reductions in amount.
	 
	 	     (b) If any Tranche A Lender shall have determined that any Capital
Guideline or adoption or implementation of, or any change in, any Capital
Guideline by the Governmental Authority charged with the interpretation
or administration thereof, or compliance by any Tranche A Lender or any
Person controlling any Tranche A Lender with any Capital Guideline or
with any request or directive of any such Governmental Authority with
respect to any Capital Guideline, or the implementation of, or any change
in, any applicable accounting principles (in each case, whether or not
having the force of law), either (i) affects or would affect the amount
of capital required or expected to be maintained by any Tranche A Lender
or any Person controlling any Tranche A Lender, and any Tranche A Lender
determines that the amount of such capital is increased as a direct or
indirect consequence of any Tranche A Revolving Loans made or maintained,
or any Tranche A Lender’s or any such other controlling Person’s other
obligations hereunder, or (ii) has or would have the effect of reducing
the rate of return on any Tranche A Lender’s or any such other
controlling Person’s capital to a level below that which such Tranche A
Lender or such controlling Person could have achieved but for such
circumstances as a consequence of any Tranche A Revolving Loans made or
maintained, or any agreement to make Tranche A Revolving Loans, or such
Tranche A Lenders or such other controlling Person’s other obligations
hereunder (in each case, taking into consideration, such Tranche A
Lender’s or such other controlling Person’s policies with respect to
capital adequacy), then, upon demand by any Tranche A Lender, the
Borrowers shall pay to such Tranche A Lender from time to time such
additional amounts as will compensate such Tranche A Lender for such cost
of maintaining such increased capital or such reduction in the rate of
return on such Tranche A Lender’s or such other controlling Person’s
capital.
	 
	 	     (c) All amounts payable under this Section 4.04 shall bear interest
from the date that is ten days after the date of demand by a Tranche A
Lender until payment in full to such Tranche A Lender at the Reference
Rate. A certificate of any Tranche A Lender 



58






 





		
	 	claiming compensation under
this Section 4.04 specifying the event herein above described and the
nature of such event shall be submitted by such Tranche A Lender to the
Administrative Borrower, setting forth the additional amount due and an
explanation of the calculation thereof and such Tranche A Lender’s
reasons for invoking the provisions of this Section 4.04, and shall be
final and conclusive absent manifest error.
	 
	 	     (d) If any of the events requiring payments of additional amounts by
the Borrowers under this Section 4.04 occurs and the applicable Tranche A
Lender shall have made a demand for such payment hereunder, the
applicable Tranche A Lender shall take such steps as may be reasonable
(consistent with its internal policy and legal and regulatory
restrictions) to (i) change the jurisdiction of its funding office if
such change would avoid the Borrowers being required to pay any
additional amount or (ii) otherwise mitigate the effects of any law or
regulation or any change therein or interpretation thereof as set forth
in this Section 4.04 above.



     Section 4.05 Joint and Several Liability of the Borrowers.



		
	 	     (a) Notwithstanding anything in this Agreement or any other Tranche
A Revolving Loan Document to the contrary, each of the Borrowers hereby
accepts joint and several liability hereunder and under the other Tranche
A Revolving Loan Documents in consideration of the financial
accommodations to be provided by the Agent and the Tranche A Lenders
under this Agreement and the other Tranche A Revolving Loan Documents,
for the mutual benefit, directly and indirectly, of each of the Borrowers
and in consideration of the undertakings of the other Borrower to accept
joint and several liability for the Obligations. Each of the Borrowers,
jointly and severally, hereby irrevocably and unconditionally accepts,
not merely as a surety but also as a co-debtor, joint and several
liability with the other Borrowers, with respect to the payment and
performance of all of the Obligations (including, without limitation, any
Obligations arising under this Section 4.05), it being the intention of
the parties hereto that all the Obligations shall be the joint and
several obligations of each of the Borrowers without preferences or
distinction among them. If and to the extent that any of the Borrowers
shall fail to make any payment with respect to any of the Obligations as
and when due or to perform any of the Obligations in accordance with the
terms thereof, then in each such event the other Borrowers will make such
payment with respect to, or perform, such Obligation. Subject to the
terms and conditions hereof, the Obligations of each of the Borrowers
under the provisions of this Section 4.05 constitute the absolute and
unconditional, full recourse Obligations of each of the Borrowers
enforceable against each such Person to the full extent of its properties
and assets, irrespective of the validity, regularity or enforceability of
this Agreement, the other Tranche A Revolving Loan Documents or any other
circumstances whatsoever.
	 
	 	     (b) The provisions of this Section 4.05 are made for the benefit of
the Agent, the Tranche A Lenders and their successors and assigns, and
may be enforced by them from time to time against any or all of the
Borrowers as often as occasion therefor may arise and without requirement
on the part of the Agent, the Tranche A Lenders or such successors or
assigns first to marshal any of its or their claims or to exercise any of
its or their rights against any of the other Borrowers or to exhaust any
remedies available to it 



59






 





		
	 	or them against any of the other Borrowers or to
resort to any other source or means of obtaining payment of any of the
Obligations hereunder or to elect any other remedy. The provisions of
this Section 4.05 shall remain in effect until all of the Obligations
shall have been paid in full or otherwise fully satisfied.
	 
	 	     (c) Each of the Borrowers hereby agrees that it will not enforce any
of its rights of contribution or subrogation against the other Borrowers
with respect to any liability incurred by it hereunder or under any of
the other Tranche A Revolving Loan Documents, any payments made by it to
the Agent or the Tranche A Lenders with respect to any of the Obligations
or any Collateral until such time as all of the Obligations have been
paid in full in cash. Any claim which any Borrower may have against any
other Borrower with respect to any payments to the Agent or the Tranche A
Lenders hereunder or under any other Tranche A Revolving Loan Documents
are hereby expressly made subordinate and junior in right of payment,
without limitation as to any increases in the Obligations arising
hereunder or thereunder, to the prior payment in full in cash of the
Obligations.



ARTICLE V

CONDITIONS TO LOANS


     Section 5.01 Conditions Precedent to Effectiveness. This Agreement shall
become effective as of the Business Day (the “Effective Date”) when each of the
following conditions precedent shall have been satisfied in a manner
satisfactory to the Tranche A Lenders:



		
	 	     (a) Payment of Fees, Etc. The Borrowers shall have paid all fees,
costs, expenses and taxes then payable pursuant to this Agreement,
including, without limitation, Sections 2.08 and 10.04.
	 
	 	     (b) Representations and Warranties; No Event of Default. The
following statements shall be true and correct: (i) the representations
and warranties contained in Article VI herein and in each other Tranche A
Revolving Loan Document, certificate or other writing delivered to the
Agent or to the Tranche A Lenders pursuant hereto or thereto on or prior
to the Effective Date are true and correct on and as of the Effective
Date as though made on and as of such date and (ii) no Default or Event
of Default shall have occurred and be continuing on the Effective Date or
would result from this Agreement or the other Tranche A Revolving Loan
Documents becoming effective in accordance with its or their respective
terms.
	 
	 	     (c) Legality. The making of the initial Tranche A Revolving Loans
shall not contravene any law, rule or regulation applicable to the Agent
or the Tranche A Lenders.
	 
	 	     (d) Delivery of Documents. The Agent shall have received on or
before the Effective Date the following, each in form and substance
satisfactory to the Agent and, unless indicated otherwise, dated the
Effective Date:



               (i) a certificate of an Authorized Officer of each Borrower, certifying as
to the matters set forth in subsection (b) of this Section 5.01;


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               (ii) a certificate of an Authorized Officer of each Borrower, certifying
as to the charter and by-laws, limited liability company agreement, operating
agreement, agreement of limited partnership or other organizational document of
such Borrower delivered to the Agent on the Effective Date, and that each such
organizational document remains in full force and effect on the Effective Date;


               (iii) a copy of the resolutions of each Borrower, certified as of the
Effective Date by an Authorized Officer of such Borrower, authorizing (A) the
borrowings hereunder and the transactions contemplated by the Tranche A
Revolving Loan Documents to which such Borrower is or will be a party, and (B)
the execution, delivery and performance by such Borrower of each Tranche A
Revolving Loan Document to which such Borrower is or will be a party and the
execution and delivery of the other documents to be delivered by such Person in
connection herewith and therewith;


               (iv) opinions of counsel to the Borrowers, in form and substance
reasonably satisfactory to the Tranche A Lenders, substantially in the form of
Exhibit E hereto;


               (v) executed copies of all Tranche A Revolving Loan Documents;


               (vi) a complete set of all Warehouse Facility Documents, including all
amendments and modifications thereto; and


               (vii) executed copies of all Subservicing Agreements executed as of the
date hereof.



		
	 	     (e) Material Adverse Effect. The Agent shall have determined, in
its sole judgment, that no change having a Material Adverse Effect shall
have occurred since September 30, 2002, taking into account the filing of
the Chapter 11 Cases.
	 
	 	     (f) Cash Management System Accounts. The Borrowers shall have
established the Cash Collateral Account and the Cash Management Accounts,
in accordance with the terms of Section 2.10 hereof.
	 
	 	     (g) Budget. The Tranche A Lenders shall have received and approved
the Budget.
	 
	 	     (h) Continuation or Replacement of Warehouse Facility. The Agent
shall have received evidence satisfactory to it of the continuation or
replacement of the Warehouse Facility (including evidence of the creation
of the OMI Note Trust 2003-A) on substantially the terms and provisions
of such facility as it existed prior to the commencement of the Chapter
11 Cases, with such modifications as have been and are hereafter approved
by the Tranche A Lenders.
	 
	 	     (i) Additional Documents. The Agent shall have received from the
Borrowers all the Tranche A Revolving Loan Documents and such financing
statements and other security documents as the Tranche A Lenders may
request.



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	 	     (j) Release of Foothill Liens. The Agent shall have received
written confirmation that Foothill Capital Corporation has released all
existing Liens under the Foothill Facility and transferred ownership of
its account no. 2000014019551 with Wachovia Bank, National Association to
the Agent or to an entity chosen by the Agent.



     Section 5.02 Conditions Precedent to all Tranche A Revolving Loans. The
obligation of the Agent or any Tranche A Lender to make any Tranche A Revolving
Loan is subject to the
fulfillment, in a manner satisfactory to the Tranche A Lenders, of each of
the following conditions precedent:



		
	 	     (a) Payment of Fees, Etc. The Borrowers shall have paid all fees,
costs, expenses and taxes then payable by the Borrowers to the Agent and
the Tranche A Lenders pursuant to this Agreement and the other Tranche A
Revolving Loan Documents, including, without limitation, Sections 2.08
and 10.04 hereof.
	 
	 	     (b) Representations and Warranties; No Event of Default. The
following statements shall be true and correct, and the submission by the
Administrative Borrower to the Agent of a Notice of Borrowing with
respect to each such Tranche A Revolving Loan, and the Borrowers’
acceptance of the proceeds of such Tranche A Revolving Loan shall each be
deemed to be a representation and warranty by the Borrowers on the date
of such Tranche A Revolving Loan that: (i) the representations and
warranties contained in Article VI and in each other Tranche A Revolving
Loan Document, certificate or other writing delivered to the Agent
pursuant hereto or thereto on or prior to the date of such Tranche A
Revolving Loan are true and correct in all material respects on and as of
such date as though made on and as of such date, (ii) at the time of and
after giving effect to the making of such Tranche A Revolving Loan and
the application of proceeds thereof, no Default or Event of Default has
occurred and is continuing or would result from the making of the Tranche
A Revolving Loan to be made on such date and (iii) the conditions set
forth in this Section 5.02 have been satisfied as of the date of such
request.
	 
	 	     (c) Final Bankruptcy Court Order. On or before the date of any
Tranche A Revolving Loan, the Final Bankruptcy Court Order shall have
been signed by the Bankruptcy Court, and the Agent shall have received a
court stamped copy of the same and such order shall be in full force and
effect and shall not have been reversed, stayed, modified or amended
absent the consent of the Agent and the Debtor Borrowers.
	 
	 	     (d) Legality. The making of such Tranche A Revolving Loan shall not
contravene any law, rule or regulation applicable to the Agent or the
Tranche A Lenders.
	 
	 	     (e) Notices. The Agent shall have received a Notice of Borrowing
pursuant to Section 2.02 hereof.
	 
	 	     (f) Delivery of Documents. The Agent shall have received such other
agreements, instruments, approvals, opinions and other documents,
including due diligence documents, each satisfactory to the Agent in form
and substance, as the Agent may reasonably request.



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	 	     (g) Proceedings; Receipt of Documents. All proceedings in
connection with the making of such Tranche A Revolving Loan and the other
transactions contemplated by this Agreement and the other Tranche A
Revolving Loan Documents, and all documents incidental hereto and
thereto, shall be satisfactory to the Agent and its counsel, and the
Agent and such counsel shall have received all such information and such
counterpart originals or certified or other copies of such documents, in
form and substance satisfactory to the Agent, as the Agent or such
counsel may reasonably request.
	 
	 	     (h) Continuation or Replacement of Warehouse Facility.
	 
	 	               The Agent shall have received evidence satisfactory to it of the
continuation or replacement of the Warehouse Facility (including evidence
of the creation of the OMI Note Trust 2003-A) on substantially the terms
and provisions of such facility as it existed prior to the commencement
of the Chapter 11 Cases, with such modifications as have been and are
hereafter approved by the Tranche A Lenders.
	 
	 	     (i) Tranche B Completion and Funding.
	 
	 	               The Agent shall have received evidence of satisfactory progress
towards Tranche B Completion and the funding of the Tranche B Facility;
provided, however, that for all Tranche A Revolving Loans made after
February 15, 2003, (i) the Agent shall have received evidence of Tranche
B Completion and of the funding of the Tranche B Facility and (ii) the
Funding Period (as defined in the Tranche B Agreements) shall not have
been terminated and no Funding Interruption Event (as defined in the
Tranche B Agreements) shall have occurred and be continuing under the
Tranche B Facility.



ARTICLE VI

REPRESENTATIONS AND WARRANTIES


     Section 6.01 Representations and Warranties. Each Borrower hereby
represents and warrants to the Agent and the Tranche A Lenders as follows:



		
	 	     (a) Organization, Good Standing, Etc. Each Borrower (i) is a
corporation, limited liability company or limited partnership duly
organized, validly existing and in good standing under the laws of the
state or jurisdiction of its organization, (ii) subject to the entry of
the Final Bankruptcy Court Order (but only with respect to the Debtor
Borrowers), has all requisite corporate, limited liability company or
partnership, as the case may be, power and authority to conduct its
business as now conducted and as presently contemplated and to make the
borrowings hereunder, and to execute and deliver each Tranche A Revolving
Loan Document to which it is a party, and to consummate the transactions
contemplated thereby, and (iii) is duly qualified to do business and is
in good standing in each jurisdiction in which the character of the
properties owned or leased by it or in which the transaction of its
business makes such qualification necessary, except where the failure to
be so qualified or in good standing is not reasonably likely to have a
Material Adverse Effect.



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	 	     (b) Authorization, Etc. The execution, delivery and performance by
each Borrower of each Tranche A Revolving Loan Document to which it is or
will be a party, (i) upon entry of the Final Bankruptcy Court Order (but
only with respect to the Debtor Borrowers), have been duly authorized by
all necessary action, (ii) do not and will not contravene its charter or
by-laws, its limited liability company or operating agreement or its
certificate of partnership or partnership agreement, as applicable, or
any applicable law or any contractual restriction binding on or otherwise
affecting it or any of its properties (other than, with respect to each
Debtor Borrower, conflicts, breaches and defaults the enforcement of
which will be stayed by virtue of the filing of the Chapter 11
Cases), (iii) do not and will not result in or require the creation
of any Lien (other than pursuant to any Tranche A Revolving Loan
Document) upon or with respect to any of its properties, and (iv) do not
and will not result in any suspension, revocation, impairment, forfeiture
or nonrenewal of any permit, license, authorization or approval
applicable to its operations or any of its properties.
	 
	 	     (c) Governmental Approvals. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority is
required in connection with the due execution, delivery and performance
by any Borrower of any Tranche A Revolving Loan Document to which it is
or will be a party, other than filings necessary to perfect the Liens
granted by the Non-Debtor Borrower pursuant to the Tranche A Revolving
Loan Documents.
	 
	 	     (d) Execution and Binding Effect. As of the entry of the Final
Bankruptcy Court Order (but only with respect to each Debtor Borrower),
each of the Tranche A Revolving Loan Documents required to be executed
and delivered on or prior to the Effective Date has been duly and validly
executed and delivered by each of the Borrowers which is a party thereto
and constitutes a legal, valid and binding obligation of each of the
Borrowers which is a party thereto enforceable in accordance with the
terms hereof or thereof. Each Tranche A Revolving Loan Document that was
not required to be executed and delivered by any Borrower prior to the
Effective Date, when executed and delivered, will be validly executed and
delivered by each Borrower party thereto, and will constitute legal,
valid and binding obligations of each such Borrower, enforceable in
accordance with the terms thereof.
	 
	 	     (e) Subsidiaries. Schedule 6.01(E) is a complete and correct
description of the name, jurisdiction of incorporation and ownership of
the outstanding Capital Stock of such Subsidiaries of the Borrowers in
existence on the date hereof. All of the issued and outstanding shares
of Capital Stock of such Subsidiaries have been validly issued and are
fully paid and nonassessable, and the holders thereof are not entitled to
any preemptive, first refusal or other similar rights. Except as
indicated on such Schedule 6.01(E), all such Capital Stock is owned by
the Borrowers or one or more of their wholly-owned Subsidiaries, free and
clear of all Liens.
	 
	 	     (f) Tax Refund.
	 
	 	               The Tax Refund has been received by the Borrowers as of the date
hereof.



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	 	     (g) Litigation. Other than the Chapter 11 Cases and all litigation
related thereto, there is no pending or, to the knowledge of any
Borrower, threatened action, suit or proceeding affecting any Borrower
before any court or other Governmental Authority or any arbitrator that
(i) is reasonably likely to have a Material Adverse Effect or (ii) as of
the Effective Date, relates to this Agreement, the Tranche A Revolving
Loan Notes or any other Tranche A Revolving Loan Document or any
transaction contemplated hereby or thereby.
	 
	 	     (h) Financial Condition.



               (i) The Financial Statements, copies of which have been delivered to the
Agent and the Tranche A Lenders, fairly present the consolidated financial
condition of the Borrowers and their Subsidiaries as at the respective dates
thereof and the consolidated results of operations of the Borrowers and their
Subsidiaries for the fiscal periods ended on such respective dates, all in
accordance with GAAP, and since September 30, 2002 no event or development has
occurred that has had or is reasonably likely to have a Material Adverse Effect
other than the filing of the Chapter 11 Cases and as disclosed to the Agent
pursuant to clause (q) below.


               (ii) The Budget is believed by the Parent to be reasonable, has been
prepared on a reasonable basis and in good faith by the Parent, and is based on
assumptions believed by the Parent to be reasonable at the time made and upon
the best information then reasonably available to the Parent, and the Parent is
not aware of any facts or information that would lead it to believe that such
Budget is incorrect or misleading in any material respect.



		
	 	     (i) Compliance with Law, Etc. None of the Borrowers is in violation
of its organizational documents, any law, rule, regulation, judgment or
order of any Governmental Authority applicable to it or any of its
Property or assets which is reasonably likely to have a Material Adverse
Effect, and no Default or Event of Default has occurred and is
continuing.
	 
	 	     (j) ERISA. (i) Each Employee Plan is in substantial compliance with
ERISA and the Internal Revenue Code, (ii) no Termination Event has
occurred nor is reasonably expected to occur with respect to any Employee
Plan, (iii) the most recent annual report (Form 5500 Series) with respect
to each Employee Plan, including any required Schedule B (Actuarial
Information) thereto, copies of which have been filed with the Internal
Revenue Service and will promptly be delivered upon request to the Agent,
is complete and correct and fairly presents the funding status of such
Employee Plan, and since the date of such report there has been no
material adverse change in such funding status, (iv) no Employee Plan had
an accumulated or waived funding deficiency or permitted decreases which
would create a deficiency in its funding standard account or has applied
for an extension of any amortization period within the meaning of Section
412 of the Internal Revenue Code at any time during the previous 60
months, and (v) no Lien imposed under the Internal Revenue Code or ERISA
exists or is likely to arise on account of any Employee Plan within the
meaning of Section 412 of the Internal Revenue Code at any time during
the previous 60 months. Neither the Borrowers nor any ERISA Affiliate
thereof is or was during the preceding six years obligated to contribute
to any Multiemployer Plan and neither the Borrowers nor any ERISA
Affiliate thereof 



65






 





		
	 	has assumed any obligation of any predecessor with
respect to any Multiemployer Plan. Except as required by Section 4980B
of the Internal Revenue Code, none of the Borrowers or any of their ERISA
Affiliates maintains an employee welfare benefit plan (as defined in
Section 3(1) of ERISA) which provides health or welfare benefits (through
the purchase of insurance or otherwise) for any retired or former
employee of any Borrower or any of its ERISA Affiliates or coverage after
a participant’s termination of employment. None of the Borrowers or any
of their ERISA Affiliates has incurred any material liability or
obligation under the Worker Adjustment and Retraining Notification
Act (“WARN”) or similar state law which remains unpaid or
unsatisfied or which has not been stayed under the Bankruptcy Code.
	 
	 	     (k) Taxes, Etc. Subject to the requirements of the Bankruptcy Code,
all Federal, state and local tax returns and other reports required by
applicable law to be filed by any Borrower have been filed, or extensions
have been obtained, and all taxes, assessments and other governmental
charges imposed upon any Borrower or any Property of any Borrower and
which have become due and payable on or prior to the date hereof have
been paid, except to the extent contested in good faith by proper
proceedings which stay the imposition of any penalty, fine or Lien
resulting from the non-payment thereof and with respect to which adequate
reserves have been set aside for the payment thereof.
	 
	 	     (l) Compliance with Regulation U. None of the Borrowers is nor will
be engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation T,
U or X), and no proceeds of any Tranche A Revolving Loan will be used to
purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock.
	 
	 	     (m) Type of Business. None of the Borrowers is or will be engaged
in any business other than the manufacturing, sale and financing of
manufactured housing units and related real estate and existing related
businesses to any material extent.
	 
	 	     (n) Adverse Agreements, Etc. None of the Borrowers is subject to any
charter, limited liability company agreement, partnership agreement or
other corporate, partnership or limited liability company restriction or
any judgment, order, regulation, ruling or other requirement of a court
or other Governmental Authority which is reasonably likely to have a
Material Adverse Effect.
	 
	 	     (o) Title to Properties.



               (i) Each Borrower has good and indefeasible title to, or valid leasehold
interests in, all Property and assets material to its business, free and clear
of all Liens except (to the extent permitted in Section 3.01(b) hereof)
Permitted Liens and the Senior Claims. All Properties are in good working
order and condition, ordinary wear and tear excepted and in compliance with all
laws, rules, regulations, judgments or orders of any Governmental Authority,
except for such noncompliance which is not reasonably likely to have a Material
Adverse Effect.


               (ii) Schedule 6.01(O) sets forth a complete and accurate list as of the
Effective Date of all Real Property owned by each Borrower.


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	 	     (p) Permits, Etc. Each Borrower has, and is in compliance with, all
permits, licenses, authorizations, and approvals required for such Person
lawfully to own, lease, manage or operate, or to acquire, each business
currently owned, leased, managed or operated, or to be acquired, by such
Person except for the failure to obtain and maintain compliance with
permits, licenses, authorizations, approvals, entitlements and
accreditations which is not reasonably likely to have a Material Adverse
Effect. No condition exists or event has occurred which, in itself or
with the giving of notice or lapse of time or both, would result in the
suspension, revocation, impairment, forfeiture or non-
renewal of any such permit, license, authorization or approval, and
there is no claim that any thereof is not in full force and effect,
except for the occurrence of such conditions or events which is not
reasonably likely to have a Material Adverse Effect.
	 
	 	     (q) Full Disclosure. Each Borrower has disclosed to the Agent all
agreements, Instruments and corporate or other restrictions to which it
is subject, and all other matters known to it, that, individually or in
the aggregate, are reasonably likely to have a Material Adverse Effect.
None of the other reports, financial statements, certificates or other
information furnished by or on behalf of any Borrower to the Agent in
connection with the negotiation of this Agreement or delivered hereunder
(as modified or supplemented by other information so furnished) contains
any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which it was made, not misleading; provided that,
with respect to projected financial information, each Borrower represents
only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.
	 
	 	     (r) Environmental Matters. Except as set forth on Schedule 6.01®
herein, (i) the operations of each Borrower are in compliance in all
material respects with Environmental Laws; (ii) there has been no Release
at any of the properties owned or operated by any Borrower or a
predecessor in interest, or at any disposal or treatment facility which
received Hazardous Materials generated by any Borrower or any predecessor
in interest which could have a Material Adverse Effect; (iii) no
Environmental Action has been asserted against any Borrower or any
predecessor in interest nor does any Borrower have knowledge or notice of
any threatened or pending Environmental Action against any Borrower or
any predecessor in interest which could have a Material Adverse Effect;
and (iv) no Environmental Actions have been asserted against any
facilities that may have received Hazardous Materials generated by any
Borrower or any predecessor in interest which could have a Material
Adverse Effect.
	 
	 	     (s) Insurance. Each Borrower keeps or causes other Persons to keep
its Property adequately insured and maintains or causes other Persons to
maintain (i) insurance to such extent and against such risks, including
fire, as is customary with companies in the same or similar businesses,
(ii) workers’ compensation insurance in the amount required by applicable
law, (iii) public liability insurance in amounts customary with companies
in the same or similar business against claims for personal injury or
death on properties owned, occupied or controlled by it, and (iv) such
other insurance as may be required by law or as may be reasonably
required by the Agent (including, without limitation, against larceny,
embezzlement or other criminal misappropriation).



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	 	     (t) Use of Proceeds. Subject to the last sentence of Section
2.01(e) hereof, the Proceeds of the Tranche A Revolving Loans may be used
only (i) to retire the Foothill Facility, (ii) to cash collateralize
Letters of Credit, (iii) for working capital and other general corporate
purposes (including, without limitation, payments of fees and expenses to
professionals under Sections 330 and 331 of the Bankruptcy Code and
administrative expenses of the kind specified in Section 503(b) of the
Bankruptcy Code incurred in the ordinary course of business of the
Borrowers) and (iv) for any other use not prohibited by
the terms of this Agreement, to the extent approved (if such
approval is required) by the Bankruptcy Court.



               (u) Intellectual Property. (i) Schedule 6.01(U) hereto contains a
complete and accurate list as of the date hereof of all patented and registered
Intellectual Property owned by any Debtor Borrower and all pending patent
applications and applications for the registration of other Intellectual
Property owned or filed by any Debtor Borrower. Schedule 6.01(U) also contains
a complete and accurate list of all licenses and other rights in Intellectual
Property granted by any Debtor Borrower to any third party and licenses and
other rights in Intellectual Property granted by any third party to any Debtor
Borrower.


               (ii) Except as set forth on Schedule 6.01(U), each Debtor Borrower (i) has
made all necessary filings and recordations, (ii) has paid all required fees
and taxes, and (iii) has taken all actions to record and maintain its ownership
of the patented or registered Debtor Borrower Intellectual Property and
applications therefor in the United States Patent and Trademark Office, the
United States Copyright Office and any other applicable filing office.


               (iii) Except as set forth in Schedule 6.01(U), each Debtor Borrower owns,
free and clear of all liens, all right, title and interest in, or has the right
and authority to use, pursuant to a valid and enforceable license, all
Intellectual Property necessary or desirable for the conduct of its businesses
as currently conducted and as currently proposed to be conducted.


               (iv) Except as set forth in Schedule 6.01(U), (i) no claim by any third
party contesting the validity, enforceability, use or ownership of any Debtor
Borrower Intellectual Property (a) has been made, (b) is currently pending or,
(c) to the best of any Debtor Borrower’s knowledge, is threatened, and (ii)
neither the Debtor Borrowers nor any executive of any Debtor Borrower has
received any notice of, or is aware of any facts which would indicate a
likelihood of, any infringement or misappropriation by, or conflict with, any
third party with regard to any Intellectual Property.


               (v) Except as set forth in Schedule 6.01(U), no use of the Debtor Borrower
Intellectual Property infringes or misappropriates, or conflicts with, any
Intellectual Property rights of any third party, and no infringement or
misappropriation of, or conflict with, any rights of any third party has
occurred or will occur as a result of the operation of the businesses as
currently conducted, as previously conducted and as currently proposed to be
conducted.


               (vi) Except as set forth in Schedule 6.01(U), the loss, forfeiture or
expiration of any item of the Debtor Borrower Intellectual Property would not
have a Material Adverse Effect.


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               (vii) No consents are required under any licenses to Intellectual Property
listed in Schedule 6.01(U) to the grant of the security interest to, and
exercise of any rights and remedies of, the Agent (including, without
limitation, such rights and remedies upon the occurrence of an Event of a
Default) as set forth in this Agreement.


               For the purpose of enabling the Agent to exercise rights and remedies
hereunder, upon the occurrence and during the continuation of an Event of
Default, each Debtor Borrower hereby grants to the Agent an irrevocable,
nonexclusive license (exercisable without payment of royalty or other
compensation to such Debtor Borrower) to use, assign, license or sublicense any
of the Debtor Borrower Intellectual Property to the extent permitted by
the terms of such Debtor Borrower Intellectual Property, wherever the same may
be located, including in such license reasonable access to all media in which
any of the Debtor Borrower Intellectual Property may be recorded or stored and
to all computer programs used for access thereto or the use, compilation or
printout thereof. Notwithstanding the foregoing, the Agent shall have no
obligations or liabilities regarding any or all or the Debtor Borrower
Intellectual Property by reason of, or arising out of, this Agreement.



		
	 	     (v) Holding Company and Investment Company Acts. None of the
Borrowers is (i) a “holding company” or a “subsidiary company” of a
“holding company” or an “affiliate” of a “holding company”, as such terms
are defined in the Public Utility Holding Company Act of 1935, as
amended, or (ii) an “investment company” or an “affiliated person” or
“promoter” of, or “principal underwriter” of or for, an “investment
company”, as such terms are defined in the Investment Company Act of
1940, as amended.
	 
	 	     (w) Place of Business; Chief Executive Office. Schedule 6.01(W)
sets forth a complete and accurate list as of the date hereof of (i) each
place of business of each Borrower and (ii) the chief executive office of
each Borrower.
	 
	 	     (x) Administrative Priority; Lien Priority.



               (i) As of the Effective Date, the Obligations of the Debtor Borrowers will
constitute allowed administrative expenses in the Chapter 11 Case having
priority in payment over all other administrative expenses and unsecured claims
against the Debtor Borrowers now existing or hereafter arising, of any kind or
nature whatsoever, including without limitation all administrative expenses of
the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code,
subject, as to priority, only to Carve-Out Expenses having priority over the
Obligations to the extent set forth in the Agreed Administrative Expense
Priorities, but excluding any causes of action arising under Sections 544, 545,
547, 548, 549, 550, 553(b) or 724(a) of the Bankruptcy Code.


               (ii) The Lien and security interest of the Agent on the Collateral is a
valid and perfected first priority Lien subject only to (A) assets subject to
Permitted Liens (to the extent that such Permitted Liens are accorded priority
as a matter of law or pursuant to agreement), including but not limited to
Liens for post-petition taxes and (B) owned motor vehicles financed by a third
party.


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               (iii) All assets and Property of the Borrowers and their Subsidiaries are
subject to the Lien and security interest of the Agent other than (A) the
assets of the Excluded Entities, (B) Real Property consisting of lot inventory
held for sale in the ordinary course of the Borrowers’ retail sales business,
(C) assets subject to the Senior Claims and (D) any leasehold interests of any
Borrower in motor vehicles (but only to the extent that perfection of such a
leasehold interest is not permitted under applicable state law).



		
	 	     (y) Final Bankruptcy Court Order. The Final Bankruptcy Court Order
is in full force and effect, and has not been reversed, stayed, modified
or amended absent the consent of the Tranche A Lenders and the Debtor
Borrowers.
	 
	 	     (z) Schedules. All of the information which is required to be
scheduled to this Agreement is set forth on the Schedules attached
hereto, is correct and accurate in all material respects and does not
omit to state any information material thereto.
	 
	 	     (aa) Tranche A SPE and Tranche B Issuer. The Tranche A SPE and the
Tranche B Issuer hold no other assets and conduct no other business other
than as contemplated under the Facilities.
	 
	 	     (bb) IRB Properties. Set forth on Schedule 6.01(BB) hereto is a
true and complete list of all of Borrowers’ IRB Properties which consist
of Real Property or improvements financed with IRBs or similar
instruments (along with the key terms of such IRBs).
	 
	 	     (cc) Servicing Advance Receivables.



               (i) Borrowers hold all rights, title and interest in the Servicing Advance
Receivables free and clear of all Liens, counterclaims, defenses and rights of
set-off.


               (ii) Servicing Advance Receivables which constitute Collateral in the
aggregate amount of at least $90,000,000 qualify as “P&I Advances,” “Servicing
Advances,” or “Liquidation Expenses” under the Pooling and Servicing Agreements
as of the date hereof and the Borrowers have no reason to believe that the
foregoing do not qualify for reimbursement under the terms of the related
Pooling and Servicing Agreements.


               (iii) Servicing Advance Receivables which constitute Collateral hereunder
in the aggregate amount of at least $90,000,000 are outstanding as of the
Effective Date and have not been reimbursed to the Borrowers or any of their
Affiliates.



		
	 	     (dd) Solvency. The Non-Debtor Borrower is Solvent.
	 
	 	     (ee) Capital Stock in Excluded Entities. The Borrowers are pledging
all of their Capital Stock in all Excluded Entities, other than the
Excluded Entities listed on Schedule 6.01(EE).
	 
	 	     (ff) Cash Management. The Borrowers have no Cash Management
Accounts with ACH capability other than those listed as “ACH Capable” on
Schedule 2.10(A) hereto.



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	 	     (gg) Returned Items. The aggregate amount of Returned Items with
respect to the Cash Management Accounts with the Cash Management Bank has
not exceeded $2,000,000 during the 12 month period prior to the date
hereof.



ARTICLE VII

COVENANTS OF THE BORROWER


     Section 7.01 Affirmative Covenants. So long as any principal of or
interest on any Tranche A Revolving Loan or any other Obligation (whether or
not due) shall remain unpaid or any Tranche A Lender shall have any Commitment
hereunder, the Borrowers will, unless the Required Tranche A Lenders shall
otherwise consent in writing:



		
	 	     (a) Reporting Requirements. Furnish to the Agent and each Tranche A
Lender:



               (i) beginning with the fiscal quarter ending March 31, 2003, as soon as
available and in any event within 45 days after the end of each fiscal quarter
of the Borrowers, consolidated and consolidating balance sheets, consolidated
and consolidating statements of operations and retained earnings and
consolidated statements of cash flows of the Borrowers and their Subsidiaries
(including results by operating divisions) as at the end of such quarter, and
for the period commencing at the end of the immediately preceding Fiscal Year
and ending with the end of such quarter, setting forth in each case in
comparative form (A) the figures for the corresponding date or period of the
immediately preceding Fiscal Year and (B) the corresponding figures forecast in
the Budget, all in reasonable detail and certified by an Authorized Officer as
fairly presenting, in all material respects, the financial position of the
Borrowers and their Subsidiaries as of the end of such quarter and the results
of operations and cash flows of the Borrowers and their Subsidiaries for such
quarter, in accordance with GAAP applied in a manner consistent with that of
the most recent audited financial statements of the Borrowers and their
Subsidiaries furnished to the Tranche A Lenders, subject to normal year-end
adjustments;


               (ii) as soon as available and, in any event, within 105 days after the end
of each Fiscal Year, consolidated balance sheets, consolidated statements of
operations and retained earnings and consolidated statements of cash flows of
the Borrowers and their Subsidiaries as at the end of such Fiscal Year, setting
forth in comparative form the corresponding figures for the immediately
preceding Fiscal Year, all in reasonable detail and prepared in accordance with
GAAP, and accompanied by a report with respect to the consolidated financial
statements and an opinion without any qualifications (other than a “going
concern” qualification), prepared in accordance with generally accepted
auditing standards, of PriceWaterhouseCoopers LLC or other independent
certified public accountants of recognized standing selected by the Parent and
satisfactory to the Agent (which opinion shall be without any qualification or
exception as to the scope of such audit, together, beginning with fiscal year
2003, with a written statement of such accountants (1) to the effect that, in
making the examination necessary for their certification of such financial
statements, they have not obtained any knowledge of the existence of an Event
of Default or a Default insofar as they relate to accounting matters and (2) if
such accountants shall have obtained any knowledge of the existence of an Event
of Default or such Default, describing the nature thereof);


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               (iii) as soon as available, and in any event within 30 days of the end of
each fiscal month of the Borrowers and their Subsidiaries, internally prepared
consolidated and consolidating balance sheets, consolidated and consolidating
statements of operations and consolidated statements of cash flows for such
fiscal month of the Borrower and their
Subsidiaries for such fiscal month and for the period from the beginning
of such Fiscal Year to the end of such fiscal month, all in reasonable detail
and certified by an Authorized Officer as fairly presenting, in all material
respects, the financial position of the Borrowers and their Subsidiaries as of
the end of such fiscal month and the results of operations and cash flows of
the Borrowers and their Subsidiaries for such fiscal month, in accordance with
GAAP applied in a manner consistent with that of the most recent audited
financial statements furnished to the Tranche A Lenders, subject to normal
year-end adjustments;


               (iv) simultaneously with the delivery of the financial statements of the
Borrowers required by clauses (i), (ii) and (iii) of this Section 7.01(a), a
certificate of an Authorized Officer of the Administrative Borrower (A) stating
that such Authorized Officer has reviewed the provisions of this Agreement and
the other Tranche A Revolving Loan Documents and has made or caused to be made
under his or her supervision a review of the condition and operations of the
Borrowers and their Subsidiaries during the period covered by such financial
statements with a view to determining whether the Borrowers and their
Subsidiaries were in compliance with all of the provisions of such Tranche A
Revolving Loan Documents at the times such compliance is required by the
Tranche A Revolving Loan Documents, and that such review has not disclosed, and
such Authorized Officer has no knowledge of, the existence during such period
of an Event of Default or Default or, if an Event of Default or Default
existed, describing the nature and period of existence thereof and the action
which the Borrowers and their Subsidiaries propose to take or have taken with
respect thereto and (B) setting forth the calculation of the financial
covenants provided herein and the amount by which the Borrowers have passed or
failed such covenants;


               (v) within two (2) Business Days after the end of each week, the following
information with respect to the Warehouse Facility: the amount outstanding
under the Warehouse Facility as of the end of such week and the amount and date
of each borrowing and payment under the Warehouse Facility during such week;


               (vi) immediate notice of the Borrowers’ inability to fund under the
Warehouse Facility, or any suspension of funding, termination or default
thereunder.


               (vii) promptly after filing thereof, copies of all pleadings, motions,
applications, financial information and other papers and documents filed by the
Debtor Borrowers in the Chapter 11 Cases, which such papers and documents shall
also be given or served on the Agent’s counsel;


               (viii) promptly after the sending thereof, copies of all material written
reports and all term sheets for a plan of reorganization given by the Debtor
Borrowers to the Creditors Committee (if any) or any other official or
unofficial creditors’ committee in the Chapter 11 Cases;


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               (ix) promptly after submission to any Governmental Authority, all
documents and written information furnished to such Governmental Authority in
connection with any investigation of any Borrower other than those relating to
routine inquiries by such Governmental Authority;


               (x) as soon as possible, and in any event within three (3) Business Days
after the occurrence of an Event of Default or Default or the occurrence of any
event or development that is reasonably likely to have a Material Adverse
Effect, the written statement of an Authorized Officer setting forth the
details of such Event of Default, Default, or Material Adverse Effect and the
action which the Borrowers and their Subsidiaries propose to take with respect
thereto;


               (xi) (A) as soon as possible and in any event (1) within ten (10) days
after any Borrower or any ERISA Affiliate thereof knows or has reason to know
that any Termination Event described in clause (i) of the definition of
Termination Event with respect to any Employee Plan has occurred, (2) within
ten (10) days after any Borrower or any ERISA Affiliate thereof knows or has
reason to know that any other Termination Event with respect to any Employee
Plan has occurred, or (3) within ten (10) days after any Borrower or any ERISA
Affiliate thereof knows or has reason to know that an accumulated funding
deficiency has been incurred or an application has been made to the Secretary
of the Treasury for a waiver or modification of the minimum funding standard
(including installment payments) or an extension of any amortization period
under Section 412 of the Internal Revenue Code with respect to an Employee
Plan, a statement of an Authorized Officer setting forth the details of such
occurrence and the action, if any, which such Borrower or such ERISA Affiliate
proposes to take with respect thereto, (B) promptly and in any event within
three (3) days after receipt thereof by any Borrower or any ERISA Affiliate
thereof from the PBGC, copies of each notice received by any Borrower or any
ERISA Affiliate thereof of the PBGC’s intention to terminate any Plan or to
have a trustee appointed to administer any Plan, (C) promptly and in any event
within ten (10) days after the filing thereof with the Internal Revenue Service
if requested by the Agent, copies of each Schedule B (Actuarial Information) to
the annual report (Form 5500 Series) with respect to each Employee Plan and
Multiemployer Plan, (D) promptly and in any event within ten (10) days after
any Borrower or any ERISA Affiliate thereof knows or has reason to know that a
required installment within the meaning of Section 412 of the Internal Revenue
Code has not been made when due with respect to an Employee Plan, and (E)
promptly and in any event within ten (10) days after any Borrower or any ERISA
Affiliate thereof send notice of a plant closing or mass layoff (as defined in
WARN) to employees, copies of each such notice sent by such Borrower or such
ERISA Affiliate thereof;


               (xii) promptly after the commencement thereof but in any event not later
than three (3) days after service of process with respect thereto on, or the
obtaining of knowledge thereof by, any Borrower, notice of each action, suit or
proceeding brought by or against any Borrower before any court or other
Governmental Authority or other regulatory body or any arbitrator which is
reasonably likely to have a Material Adverse Effect;


               (xiii) promptly after the sending or filing thereof, copies of all
statements, reports and other information (other than matters solely of an
administrative nature) any Borrower sends to any holders (other than a
Borrower) of its Indebtedness or its securities or


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files with the SEC
(including all 10-Q quarterly reports, Form 10-K annual reports and Form 8-K
current reports) or any national (domestic or foreign) securities exchange;


               (xiv) promptly after the filing thereof, copies of Borrowers’ federal
income tax returns, and any amendments thereto, filed with the Internal Revenue
Service;


               (xv) any other information that is provided by Parent to its shareholders
generally;


               (xvi) if and when filed by any Borrower and as requested by Agent,
satisfactory evidence of payment of applicable sales and excise taxes in each
jurisdiction in which (i) any Borrower conducts business or is required to pay
any such sales or excise tax, (ii) where any Borrower’s failure to pay any such
applicable sales or excise tax would result in a Lien on the properties or
assets of any Borrower, or (iii) where any Borrower’s failure to pay any such
applicable excise tax reasonably could be expected to result in a Material
Adverse Effect,


               (xvii) promptly upon receipt thereof, copies of all financial reports
(including, without limitation, management letters), if any, submitted to any
Borrower by its auditors in connection with any annual or interim audit of the
books thereof;


               (xviii) as soon as any Borrower has received a material notice delivered
under any Repurchase Agreement (including, without limitation, any notice to
repurchase Inventory), the Warehouse Facility Documents, any Securitized
Transaction, the Tranche B Agreements, the Securitization Documentation, or
IRB, copies of such notice;


               (xix) a weekly Tranche A Borrowing Base Availability report with respect
to all Tranche A Borrowing Base Assets to the Agent by noon on the third (3rd)
Business Day thereof with respect to the Tranche A Borrowing Base Availability
of the previous week; and


               (xx) promptly upon request, such other information concerning the
condition or operations, financial or otherwise, of any Borrower as the Agent
may from time to time reasonably request.



		
	 	     Borrowers agree that no Borrower, or any Subsidiary of a Borrower,
will have a fiscal year different from that of Parent. Borrowers agree
that their independent certified public accountants are authorized to
communicate with Agent and to release to Agent whatever financial
information concerning Borrowers that Agent reasonably may request. Each
Borrower waives the right to assert a confidential relationship, if any,
it may have with any accounting firm or service bureau in connection with
any information requested by Agent pursuant to or in accordance with this
Agreement, and agree that Agent may contact directly any such accounting
firm or service bureau in order to obtain such information.




		
	 	     (b) Collateral Information.




		
	 	               (i) Provide Agent (and if so requested by any Tranche A Lender, with
copies for such Tranche A Lender) with the following documents at the



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	 	following times in form satisfactory to Agent, in each case, unless the
context clearly requires otherwise, for Parent and each Subsidiary on a
consolidated basis (excluding the Excluded Entities):




	 	 	 
	Weekly	 	
(a) a Tranche A Borrowing Base Availability report;
	 	 	
(b) Inventory reports specifying each Borrower’s cost and the
wholesale market value of its Inventory, by category;
	 	 	
(c) a detailed aging, by total, of the Accounts;
	 	 	
(d) any borrowing base certificate or similar borrowing base
availability calculation, if applicable, with respect to the
Warehouse Facility and the Tranche B Facility; and
	 	 	
(e) a statement of the amount of funds in Borrowers’ possession
with respect to any sale by any Borrower of repossessed homes.
	Upon request by

Agent	 	
(f) copies of invoices in connection with the Accounts, credit
memos, remittance advices, deposit slips, shipping and delivery
documents in connection with the Accounts and, for Inventory and
Equipment acquired by Borrowers, purchase orders and invoices;
	 	 	
(g) copies of any appraisals or valuations of material
Collateral and any qualified letter of intent, offer or
commitment to purchase material Collateral, in each case to the
extent prepared for or received by any of the Borrowers; and
	 	 	
(h) such other reports as to the Collateral as Agent may request.




		
	 	               (ii) Cooperate fully with Agent to facilitate and implement a system
of electronic collateral reporting in order to provide electronic
reporting of concerning its respective Accounts and Inventory and its
borrowing base availability calculation with respect to the Warehouse
Facility.
	 
	 	               (iii) Promptly notify Agent of any material communication from
Standard & Poor’s, Moody’s or Fitch relating to (A) subordination,
overcollateralization or reserve fund levels relating to the Borrowers’
unsecuritized whole loans or (B) potential negative ratings actions
relating to the Securitization Trusts or any other securitization trust
(or similar financing vehicle) created following the date hereof.
	 
	 	               (iv) promptly provide to the Agent monthly remittance reports and
management reports relating to the performance of the Securitization
Trusts.
	 
	 	     (c) Compliance with Laws, Etc. Except for such noncompliance which
is not reasonably likely to have a Material Adverse Effect, and subject
to any restrictions imposed under the Bankruptcy Code or by the
Bankruptcy Court, comply, and cause each 



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	 	of their Subsidiaries to comply
with all applicable laws, rules, regulations, judgments and orders
(including, without limitation, all Environmental Laws), such compliance
to include, without limitation, (i) paying before the same become
delinquent all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits or upon any of its
properties, and (ii) paying all lawful claims the enforcement of which is
not stayed by the filing of the Chapter 11 Cases before the same become a
Lien
or charge upon any of its properties, except in any such case to the
extent contested in good faith by proper proceedings which stay the
imposition of any penalty, fine or Lien resulting from the non-payment
thereof and with respect to which adequate reserves have been set aside
for the payment thereof.
	 
	 	     (d) Preservation of Existence, Etc. Except to the extent permitted
by Section 7.02(d)(i) hereof, maintain and preserve, and cause each of
their Subsidiaries to maintain and preserve, their existence, rights and
privileges, and become or remain duly qualified and in good standing in
each jurisdiction in which the character of the properties owned or
leased by them or in which the transaction of their business makes such
qualification necessary, except where failure to be so qualified or in
good standing would not be reasonably likely to have a Material Adverse
Effect.
	 
	 	     (e) Keeping of Records and Books of Account. Keep adequate records
and books of account, with complete entries made in accordance with GAAP.
	 
	 	     (f) Inspection Rights. Permit, and cause each of their Subsidiaries
to permit, the Agent or representatives thereof at any time and from time
to time during normal business hours and, unless a Default or Event of
Default has occurred and is continuing, upon reasonable notice, at the
expense of the Borrowers, to examine and make copies of and abstracts
from their records and books of account, to visit and inspect their
properties, to verify materials, leases, notes receivable, deposit
accounts and other assets of the Borrowers and their Subsidiaries, to
conduct, on a reasonable basis and, unless a Default or Event of Default
has occurred and is continuing, in consultation with the Administrative
Borrower, audits, physical counts, valuations, appraisals, environmental
assessments or examinations and to discuss their affairs, finances and
accounts with any of the directors, officers, managerial employees,
independent accountants or other representatives thereof. The Borrowers
agree to make available to the Agent reasonable on-site workspace for the
foregoing purposes. The Borrowers agree to pay the reasonable cost of
such audits, appraisals, assessments or examinations.
	 
	 	     (g) Maintenance of Properties, Etc. Repair, replace, maintain and
preserve, and cause each of their Subsidiaries to repair, replace,
maintain and preserve, all of their properties (whether owned or held
under lease) which are necessary or useful in the proper conduct of their
business in good working order and condition, ordinary wear and tear
excepted, and comply, and cause each of their Subsidiaries to comply, at
all times with the provisions of all leases to which each of them is a
party as lessee or under which each of them occupies Property so as to
prevent any loss or forfeiture thereof or thereunder, in each case, other
than sales of Property or rejection of leases approved by the Bankruptcy
Court and otherwise permitted by the terms of this Agreement.



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	 	     (h) Maintenance of Insurance. Maintain, and cause each of their
Subsidiaries to maintain, or other Persons shall maintain for the
Borrowers and their Subsidiaries, insurance with responsible and
reputable insurance companies or associations (including, without
limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to their properties (including all
real properties leased or owned by them) and business, in such amounts
and covering such risks as is required by any
Governmental Authority having jurisdiction with respect thereto or
as is carried generally in accordance with sound business practice by
companies in similar businesses similarly situated and in any event in
amount, adequacy and scope reasonably satisfactory to the Agent. To the
extent such policies name a Borrower or its Subsidiaries as a named
insured, all policies covering the Collateral are to be made payable to
the Agent for the benefit of the Tranche A Lenders, as its interests may
appear, in case of loss, under a standard non-contributory “lender” or
“secured party” clause and are to contain such other provisions as the
Agent may require to fully protect the Tranche A Lenders’ interest in the
Collateral and to any payments to be made under such policies. Copies of
all certificates of insurance are to be delivered to the Agent and the
policies are to be premium prepaid, with the loss payable and additional
insured endorsement in favor of Agent and such other Persons as the Agent
may designate from time to time as their respective interests may appear,
and shall provide for not less than 30 days’ prior written notice to the
Agent of the exercise of any right of cancellation. If the Borrowers or
any of their Subsidiaries fail to maintain such insurance, the Agent may
arrange for such insurance, but at the Borrowers’ expense and without any
responsibility on the Agent’s part for obtaining the insurance, the
solvency of the insurance companies, the adequacy of the coverage, or the
collection of claims. Upon the occurrence and during the continuance of
an Event of Default, the Agent shall have the sole right, in the name of
the Tranche A Lenders, the Borrowers and their Subsidiaries, to file
claims under any insurance policies, to receive, receipt and give
acquittance for any payments that may be payable thereunder, and to
execute any and all endorsements, receipts, releases, assignments,
reassignments or other documents that may be necessary to effect the
collection, compromise or settlement of any claims under any such
insurance policies, subject to the rights of third parties that have been
granted a Permitted Lien that is prior to the Lien in favor of the Agent.
	 
	 	     (i) Obtaining of Permits, Etc. Obtain, maintain and preserve, and
cause each of their Subsidiaries to obtain, maintain and preserve, all
permits, licenses, authorizations, approvals, entitlements and
accreditations which are necessary or useful in the proper conduct of its
business, except where the failure to obtain, maintain or preserve such
permits, licenses, authorizations, approvals entitlements and
accreditations is not reasonably likely to have a Material Adverse
Effect.
	 
	 	     (j) Environmental. Except as provided in Schedule 6.01®, (i) keep
any Property either owned or operated by them or any of their
Subsidiaries free of any Environmental Liens; (ii) comply, and cause
their Subsidiaries to comply, in all material respects with Environmental
Laws and provide to the Agent documentation of such compliance which the
Agent reasonably requests; (iii) as soon as practicable notify the Agent
of any Release of a Hazardous Material in excess of any reportable
quantity from or onto Property owned or operated by the Borrowers or any
of their Subsidiaries and 



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	 	take any Remedial Actions required by
Environmental Law to abate such Release; (iv) promptly provide the Agent
with written notice within ten (10) days of the receipt of any of the
following: (A) notice that an Environmental Lien has been filed against
any Property of any Borrower or any of its Subsidiaries; (B) commencement
of any Environmental Action or notice that an Environmental Action will
be filed against any Borrower or any of its Subsidiaries; and (C) notice
of a violation, citation or other
administrative order which could have a Material Adverse Effect and
(v) defend, indemnify and hold harmless the Agent and the Tranche A
Lenders and their transferees, and their respective employees, agents,
officers and directors, from and against any claims, demands, penalties,
fines, liabilities, settlements, damages, costs or expenses (including,
without limitation, reasonable attorney and consultant fees,
investigation and laboratory fees, court costs and litigation expenses)
arising out of (A) the presence, disposal, release or threatened release
of any Hazardous Materials on any Property at any time owned or occupied
by any Borrower or any of its Subsidiaries (or its respective
predecessors in interest or title), (B) any personal injury (including
wrongful death) or property damage (real or personal) arising out of or
related to such Hazardous Materials, (C) any investigation, lawsuit
brought or threatened, settlement reached or government order relating to
such Hazardous Materials and/or (D) any violation of any Environmental
Law.
	 
	 	     (k) Location of Collateral. Keep all Inventory and Equipment of the
Borrowers only at the locations identified on Schedule 7.01(K); provided,
however, that Administrative Borrower may amend Schedule 7.01(K) so long
as such amendment occurs by written notice to Agent not less than 30 days
prior to the date on which the Inventory or Equipment is moved to such
new location, so long as such new location is within the continental
United States, and so long as, at the time of such written notification,
the applicable Borrower provides any financing statements or fixture
filings necessary to perfect and continue perfected Agent’s Liens on such
assets and also provides to Agent a Collateral Access Waiver if requested
by Agent; and provided further, that the Borrowers may keep Inventory
with a value not to exceed, in the aggregate, $2,000,000 in storage
facilities or on storage lots located within 20 miles of the Inventory
and Equipment locations set forth on Schedule 7.01(K).
	 
	 	     (l) Change in Collateral; Collateral Records. (i) Give the Agent
not less than 30 days’ prior written notice of any change in the location
of any Collateral owned by a Borrower, other than to locations existing
on the Filing Date and with respect to which the Agent has filed
financing statements and otherwise fully perfected its Liens thereon
(subject to Permitted Liens), and (ii) advise the Agent promptly, in
sufficient detail, of any material adverse change relating to the type,
quantity or quality of the Collateral or the Lien granted thereon.
	 
	 	     (m) Cash Management.




		
	 	               (i) Establish and maintain the Cash Collateral Account and the Cash
Management Accounts in accordance with the procedures specified in
Section 2.10 hereof;



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	 	               (ii) Sweep all non-Cash Management Accounts into the Concentration
Account not less than weekly;
	 
	 	               (iii) Sweep all funds owing to the REMICs and the Warehouse Facility
out of the Concentration Account within two (2) Business Days of receipt;
	 
	 	               (iv) Transfer receipts from installment loans not in the Warehouse
Facility from the Lockbox Account to the Cash Collateral Account in
accordance with Section 2.10(a)(iii) hereof;
	 
	 	               (v) Collect all Servicing Fees out of trust accounts and deposit
them into the Cash Collateral Account within two (2) Business Days of
receipt; and
	 
	 	               (vi) Upon request from the Agent, provide to the Agent any daily
reports provided to the Borrowers by the Cash Management Bank concerning
the reconciliation of balances in the Cash Management Accounts.
	 
	 	     (n) Financial Covenants. (i) Net Sales. On a cumulative basis for
calendar year 2003, measured at the end of each calendar month beginning
in February 2003, total consolidated net sales (retail and wholesale) of
manufactured housing units shall not have a negative variance greater
than the 10% (or $20,000,000, whichever is greater) of the “Total Net
Sales” as shown on the Consolidated Income Statement of the Budget on a
cumulative basis for the period measured.
	 
	 	               (ii) Operating Cash Flow. On a cumulative basis for calendar year
2003, measured at the end of each calendar month beginning with January
2003, negative cash flow from operations on a consolidated basis shall
not exceed by more than $10,000,000 the cumulative negative operating
cash flow forecast under “Cash Provided (Used) by Operations” as shown on
the Consolidated Cash Flow Statement of the Budget on a cumulative basis
for the period measured.
	 
	 	               (iii) Housing & Corporate EBITDA. On a cumulative basis for
calendar year 2003, measured at the end of each calendar month beginning
in March 2003, EBITDA for the Borrowers’ “Housing and Corporate” business
segment shall not have a variance greater than $10,000,000 from a
cumulative forecast of the “Housing & Corporate EBITDA” as shown on the
Housing & Corporate Income Statement of the Budget on a cumulative basis
for the period measured.
	 
	 	               (iv) Adjusted Consolidated EBITDA. On a cumulative basis for
calendar year 2003, measured at the end of each calendar month beginning
in March 2003, the Borrowers’ consolidated EBITDA adjusted to include
restructuring charges for the relevant period shall not have a negative
variance greater than $10,000,000 from “Consolidated EBITDA” adjusted to
include “Restructuring Charges”, in each case as shown on the
Consolidated Income Statement of the Budget on a cumulative basis for the
period measured.



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	 	               (v) Compliance with Financial Covenants. Determination of
compliance with the financial covenants listed in this Section 7.01(n) is
to be based on same accounting policies, procedures and methods as used
to develop Budget.
	 
	 	     (o) Real Property Mortgages. Allow the Agent on behalf of the
Tranche A Lenders to file Mortgages on all Real Property Collateral now
owned or hereafter acquired and wherever located of the Borrowers and in
connection therewith (i) evidence of the recording of the Mortgages in
such office or offices as may be necessary or, in the
opinion of the Agent, desirable to create and perfect a valid and
enforceable first priority Lien on the Real Property Collateral purported
to be covered thereby or to otherwise protect the rights of the Agent and
the Lenders thereunder, (ii) a Title Insurance Policy, (iii) a survey of
such Real Property Collateral, certified to the Agent and to the issuer
of the Title Insurance Policy by a licensed professional surveyor
reasonably satisfactory to the Agent, (iv) Phase I Environmental Site
Assessments with respect to such Real Property Collateral, certified to
the Agent by a company reasonably satisfactory to the Agent, and (v) such
other agreements, instruments, approvals, legal opinions or other
documents reasonably requested by the Agent in order to create, perfect,
establish the first priority of or otherwise protect any Lien purported
to be covered by any such Mortgage.
	 
	 	     (p) Management Availability. Cause its Senior Management and
Advisors, and use best efforts to cause each of their Subsidiaries to
cause such Subsidiary’s Senior Management and Advisors, to be available
to the Agent or representatives thereof on a monthly basis at times and
locations to be agreed upon and to provide the Agent or representatives
thereof with an update with respect to current operations and information
regarding the previous month’s actual operating and financial results.
	 
	 	     (q) Systems. At all times maintain, and cause each of their
Subsidiaries to maintain, accounting and inventory systems substantially
as currently operating.
	 
	 	     (r) Financial Advisor. At all times continue to retain FTI
Consulting or another financial advisor reasonably acceptable to the
Required Tranche A Lenders.
	 
	 	     (s) Servicing Advance Receivables.



               (i) At all times seek reimbursement of Servicing Advance Receivables
consistent with past practices; and


               (ii) At all times seek reimbursement of Servicing Advance Receivables
seasonably upon becoming so entitled under the relevant Securitization
Documentation.



		
	 	     (t) Whole Loans. Cause the Warehouse Trust to sell or securitize at
least $150,000,000 in whole loans by February 28, 2003 with Net Cash
Proceeds of at least 82% of the unpaid principal balance of such loans.
Unless waived by the Required Tranche A Lenders, following such sale or
securitization and following the next date thereafter as of which an
additional $10,000,000 in unpaid principal balance of whole loans in the
aggregate has been sold, whole loan sales or securitizations (including
the sales of such $10,000,000 in whole loans) shall result in Net Cash
Proceeds of at least 



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	 	82% of the unpaid principal balance of such loans;
provided that if the Net Cash Proceeds as a percentage of the unpaid
principal balance of such loans (the “Proceeds Percentage”) is less than
90% of the unpaid principal balance of such loans (the “Target
Percentage”), the percentage value in subsection (a)(ii) of the
definition of “Net Liquidation Percentage” herein shall thereafter be
reduced (the “Whole Loan Adjustment”) by the percentage point
differential between the Target Percentage and the Proceeds Percentage to
the extent provided in the definition of “Net Liquidation Percentage”.
Within 30 days
of the date provided in the Budget, the Borrowers shall complete
whole loan sales or securitizations in an aggregate amount equal to the
lesser of $100,000,000 or 80% of the Borrowers’ Eligible Warehouse Loans
(without material adverse exclusion) as of the date provided for such
sale or securitization in the Budget.
	 
	 	     (u) Servicer. Ensure that OAC LLC or the Non-Debtor Borrower (or an
Affiliate of either approved by the Tranche A Lenders) shall at all times
be the servicer of the loans relating to the Servicing Advance
Receivables and shall perform its obligations in accordance with the
related Pooling and Servicing Agreements.
	 
	 	     (v) Disclosure Statement; Plan of Reorganization; Plan Confirmation.
File (A) a disclosure statement and a plan of reorganization by February
15, 2003; (B) obtain an order of the Bankruptcy Court approving such
disclosure statement by May 30, 2003 (the “Disclosure Statement Date”);
provided, however, if on May 30, 2003 the Debtor Borrowers are using
commercially reasonable efforts to obtain the entry of the disclosure
statement order, the Disclosure Statement Date shall be extended for so
long as the Debtor Borrowers are using commercially reasonable efforts
and acting in good faith to obtain entry of the disclosure statement
order, but in no event shall the Disclosure Statement Date be extended
past June 30, 2003; and (C) obtain an order of the Bankruptcy Court
confirming a plan of reorganization, which order shall have become final
and non-appealable by July 31, 2003 (the “Confirmation Date”); provided,
however, if on July 31, 2003 the Debtor Borrowers are using commercially
reasonable efforts to obtain the entry of the confirmation order, then
the Confirmation Date shall be extended for so long as the Debtor
Borrowers are using commercially reasonable efforts and acting in good
faith to obtain entry of the confirmation order, but in no event shall
such Confirmation Date be extended past August 29, 2003; provided further
that a breach of any of the foregoing covenants in this Section 7.01(v)
shall not become an Event of Default unless all the Tranche A Lenders so
agree.
	 
	 	     (w) Disclosure Statement for Plan of Reorganization.
	 
	 	               Obtain an order of the Bankruptcy Court approving the disclosure
statement for a plan of reorganization by August 29, 2003, which order
shall have become final and non-appealable.
	 
	 	     (x) Intellectual Property. Make all necessary filings and
recordations and pay all required fees and taxes to record and maintain
the Debtor Borrowers’ registration and ownership of, and do all other
things and take all other actions necessary to preserve, protect and
maintain, each item of Debtor Borrower Intellectual Property owned or
filed 



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	 	by the Debtor Borrowers other than such items the loss or
forfeiture of which would not have a Material Adverse Effect.
	 
	 	     (y) Change in Underwriting Guidelines. Subject to Section 7.02(w)
hereof, provide prior written notice to the Agent of any material change
to the guidelines or criteria for the origination or purchase of loans
collateralized in part or in full by manufactured housing units.
	 
	 	     (z) Replacement Warehouse Facility. Create OMI Trust 2003-A, a
successor or replacement to the Warehouse Trust, in form and substance
satisfactory to the Agent, and finalize the certain Warehouse Facility
Documents creating the OMI Note Trust 2003-A by January 21, 2003.
	 
	 	     (aa) Subservicing Agreements. Finalize the Subservicing Agreements
by January 21, 2003.
	 
	 	     (bb) Further Assurances. Take such action and authorize, execute,
acknowledge and deliver, and cause each of their Subsidiaries to take
such action and authorize, execute, acknowledge and deliver, at their
sole cost and expense, such agreements, instruments or other documents as
the Agent may reasonably require from time to time in order (i) to carry
out more effectively the purposes of this Agreement and the other Tranche
A Revolving Loan Documents, (ii) to subject to valid and perfected
highest available priority Liens (subject to Permitted Liens), to the
extent required by this Agreement and the other Tranche A Revolving Loan
Documents, any of the Collateral or any other Property of the Borrowers
and their Subsidiaries, (iii) to establish and maintain the validity and
effectiveness of any of the Tranche A Revolving Loan Documents and the
validity, perfection and priority of the Liens intended to be created
thereby (subject to Permitted Liens), and (iv) to better assure, convey,
grant, assign, transfer and confirm unto the Agent the rights now or
hereafter intended to be granted to the Agent and the Tranche A Lenders
under this Agreement or any other Tranche A Revolving Loan Document. The
assurances contemplated by this Section 7.01(bb) shall be given under
applicable nonbankruptcy law (to the extent not inconsistent with the
Bankruptcy Code and orders of the Bankruptcy Court) as well as the
Bankruptcy Code, it being the intention of the parties that the Agent may
request assurances under applicable nonbankruptcy law, and such request
shall be complied with (if otherwise made in good faith by the Agent and
to the extent permitted by law) whether or not the Final Bankruptcy Court
Order is in force and whether or not dismissal of the Chapter 11 Cases or
any other action by the Bankruptcy Court is imminent, likely or
threatened.
	 
	 	     (cc) Assertions of Prior Liens. In addition to any other rights or
remedies that the Agent or the Tranche A Lenders may have hereunder,
should any third party assert or claim in any petition, pleading, motion,
paper or other form of filing with the Bankruptcy Court or any other
court that it has a prior or pari passu Lien (other than a Permitted
Lien) to the Lien of the Agent and the Tranche A Lenders on any part of
the Collateral, or take any enforcement action with respect to any part
of the Collateral or with respect to any purported Lien (other than a
Permitted Lien) through any applicable state court, state or county
filing offices or any other offices (whether federal or state) where
Liens are 



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	 	recorded or perfected, the Borrowers shall have the obligation
to obtain an order of the Bankruptcy Court within 30 days of such claim
or assertion determining that the Lien of the Agent and the Tranche A
Lenders is the first priority Lien and enjoining the exercise of any
rights in connection with or against any part of the Collateral or the
exercise of control over any part of the Collateral. Nothing herein
precludes the Agent and the Tranche A Lenders from acting on their own
and obtaining an order of the Bankruptcy Court determining that the Lien
of the Agent and the Tranche A Lenders is the first priority Lien and
enjoining the exercise of any rights in connection with or against any
part of the Collateral or the exercise of control over any part of
the Collateral; provided that any failure by the Agent and the Tranche A
Lenders to do so shall be not construed as a waiver of such right or of
the Borrowers’ obligation to obtain such an order. Where appropriate,
the Borrowers shall challenge both the priority and the validity of the
Lien being claimed or asserted by a third party. The Borrowers shall
also indemnify the Agent and the Tranche A Lenders for any costs,
expenses, attorneys’ fees and other amounts which they may incur in order
to protect their interest in Collateral against such third-party claims,
assertions or actions.
	 
	 	     (dd) Reimbursement Account. The Borrowers shall cause the Tranche A
SPE to (i) comply with the provisions in Section 2.10(e) hereof and (ii)
execute and deliver and cause JPMorgan Chase Bank (or such other
financial institution at which the Reimbursement Account is established)
to execute and deliver to the Tranche B Agent a control agreement, in
form and substance reasonably satisfactory to the Tranche B Agent, duly
executed by the Tranche A SPE and such financial institution, or enter
into other arrangements in form and substance satisfactory to the Agent,
pursuant to which such institution shall irrevocably agree, inter alia,
that (a) it will comply at any time with the instructions originated by
the Tranche B Agent to such bank or financial institution directing the
disposition of cash, securities, Investment Property and other items from
time to time credited to such account, without further consent of the
Tranche A SPE, which instructions the Tranche B Agent will not give to
such bank or other financial institution in the absence of a continuing
event of default under the Tranche B Agreements, (b) all cash,
securities, Investment Property and other items of the Tranche A SPE
deposited with such institution shall be subject to a perfected, first
priority security interest, pari passu, in favor of (x) the Agent on
behalf of the Tranche A Secured Parties and (y) the Tranche B Indenture
Trustee on behalf of the Tranche B Secured Parties, (c) any right of set
off, banker’s lien or other similar Lien shall be fully waived as against
the Agent, and (d) upon receipt of written notice from the Tranche B
Agent during the continuance of an event of default under the Tranche B
Agreements, such bank or financial institution shall immediately send to
the Agent by wire transfer (to such account as the Tranche B Agent shall
specify, or in such other manner as the Tranche B Agent shall direct) all
such cash, the value of any securities, Investment Property and other
items held by it.
	 
	 	     (ee) Account Control Agreement. Within 60 days of the date hereof
(unless such deadline is waived by the Required Tranche A Lenders), the
Borrowers shall deliver, in form and substance satisfactory to the
Required Tranche A Lenders, an Account Control Agreement meeting the
requirements set forth in Section 2.10(b) herein 



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	 	with the current Cash
Management Bank or a replacement Cash Management Bank acceptable to the
Required Tranche A Lenders.



     Section 7.02 Negative Covenants. So long as any principal of or interest
on any Tranche A Revolving Loan or any other Obligation (whether or not due)
shall remain unpaid or any Tranche A Lender shall have any Commitment
hereunder, the Borrowers shall not, unless the Required Tranche A Lenders shall
otherwise consent in writing:



		
	 	     (a) Final Bankruptcy Court Order, Administrative Priority; Lien
Priority; Payment of Claims.



               (i) At any time seek, consent to or suffer to exist any modification,
stay, vacation or amendment of the Final Bankruptcy Court Order except for
modifications and amendments agreed to by the Agent;


               (ii) At any time suffer to exist a priority for any administrative expense
or unsecured claim against any Borrower (now existing or hereafter arising of
any kind or nature whatsoever, including without limitation any administrative
expenses of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy
Code) equal or superior to the priority of the Tranche A Lenders in respect of
the Obligations, except for the Carve-Out Expenses having priority over the
Obligations to the extent set forth in the definition of Agreed Administrative
Expense Priorities;


               (iii) At any time suffer to exist any Lien on the Collateral having a
priority equal or superior to the Lien in favor of the Tranche A Lenders in
respect of the Collateral except for Permitted Liens; and


               (iv) Prior to the date on which the Obligations have been paid in full in
cash and the Commitments have been terminated, pay any administrative expense
claims except (A) Priority Professional Expenses and other payments pursuant to
sub-clause (i) of clause “first” of the definition of the term “Agreed
Administrative Expense Priorities”, (B) any Obligations due and payable
hereunder, (C) other administrative expense claims incurred in the ordinary
course of the business of the Debtor Borrowers or their respective Chapter 11
Cases, and (D) payments of pre-petition obligations permitted pursuant to
Section 7.02(j) hereof (but which shall be authorized and allowed only if no
Default or Event of Default shall have occurred and be continuing), in each
case to the extent and having the order of priority set forth in the Agreed
Administrative Expense Priorities.



		
	 	     (b) Liens, Etc. Create, incur, assume or suffer to exist, or permit
any of their Subsidiaries to create, incur, assume or suffer to exist any
Lien (other than Liens existing on the Effective Date and identified in
Schedule 7.02(b) herein) upon or with respect to any of their Properties,
whether now owned or hereafter acquired, to file or suffer to exist under
the Code or any similar law or statute of any jurisdiction, a financing
statement (or the equivalent thereof) that names any Borrower or any of
its Subsidiaries as debtor, to sign or suffer to exist any security
agreement authorizing any secured party thereunder to file such financing
statement (or the equivalent thereof), to sell any of its Property or
assets subject to an understanding or agreement, contingent or otherwise,
to repurchase 



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	 	such Property or assets (including sales of accounts
receivable) with recourse to any Borrower or any of its Subsidiaries or
assign or otherwise transfer, or permit any of its Subsidiaries to assign
or otherwise transfer, any account or other right to receive income;
other than, as to all of the above, Permitted Liens.
	 
	 	     (c) Indebtedness. Create, incur, assume, guarantee or suffer to
exist, or otherwise become or remain liable with respect to, or permit
any of their Subsidiaries to create, incur, assume, guarantee or suffer
to exist or otherwise become or remain liable with
respect to, any Indebtedness other than, so long as no Default or
Event of Default has occurred and is continuing, new Permitted
Indebtedness.
	 
	 	     (d) Fundamental Changes. Wind-up, liquidate or dissolve (or permit
or suffer any thereof) or merge, consolidate or amalgamate with any
Person, convey, sell, lease or sublease, transfer or otherwise dispose
of, whether in one transaction or a series of related transactions, all
or a material part of their business, Property or assets, whether now
owned or hereafter acquired, or (agree to do any of the foregoing) or
purchase or otherwise acquire, whether in one transaction or a series of
related transactions, all or substantially all of the assets of any
Person (or any division thereof) (or agree to do any of the foregoing),
or permit any of their Subsidiaries to do any of the foregoing; provided,
however, that



               (i) (A) any Borrower may be merged into or may consolidate with another
Borrower or (B) any wholly-owned Subsidiary of any Borrower (other than the
Borrowers) may be merged into such Borrower or another such wholly-owned
Subsidiary of such Borrower, or may consolidate with another such wholly-owned
Subsidiary of such Borrower, so long as (w) no other provision of this
Agreement would be violated thereby, (x) such Borrower gives the Agent at least
60 days’ prior written notice of such merger or consolidation, (y) no Default
or Event of Default shall have occurred and be continuing either before or
after giving effect to such transaction, and (z) the Tranche A Lenders’ rights
in any Collateral, including, without limitation, the existence, perfection and
priority of any Lien thereon, are not adversely affected by such merger or
consolidation; and


               (ii) any of the Borrowers and their Subsidiaries, so long as no Default or
Event of Default has occurred and is continuing, may (A) dispose of obsolete or
worn-out equipment in the ordinary course of business, (B) enter into licenses
or sublicenses in the ordinary course of business, (C) effect Permitted
Dispositions and (D) with the consent of the Agent, sell or otherwise dispose
of other Property or assets for cash in an aggregate amount not less than the
fair market value of such Property or assets, provided that the Borrowers
comply with the terms of Section 2.07(b)(ii).



		
	 	     (e) Change in Type of Business. Make, or permit any of their
Subsidiaries to make, any material change in the type of its business as
carried on at the date hereof.
	 
	 	     (f) Loans, Advances, Investments, Etc. Make or commit or agree to
make any loan, advance, guarantee of obligations, other extension of
credit or capital contributions to, or hold or invest in or commit or
agree to hold or invest in, or purchase or otherwise acquire or commit or
agree to purchase or otherwise acquire any shares of the Capital 



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	 	Stock,
bonds, notes, debentures or other securities of, or make or commit or
agree to make any other investment in, any other Person, or purchase or
own any futures contract or otherwise become liable for the purchase or
sale of currency or other commodities at a future date in the nature of a
futures contract, or permit any of its Subsidiaries to do any of the
foregoing, except for: (i) investments existing on the Effective Date,
as set forth on Schedule 7.02(F) hereto, but not any increase in the
amount thereof as set forth in such Schedule or any other modification of
the terms thereof, (ii) loans and advances by any Borrower to another
Borrower made in the ordinary course of business, (iii) loans and
advances made by any Non-Debtor Subsidiary to any Borrower, (iv)
purchase money loans made by any Borrower to the purchasers of Inventory
in the ordinary course of business, and (v) Permitted Investments.
	 
	 	     (g) Lease Obligations. Create, incur or suffer to exist, or permit
any of their Subsidiaries to create, incur or suffer to exist, any
obligations as lessee (i) for the payment of rent for any real or
personal property in connection with any sale and leaseback transaction,
or (ii) for the payment of rent for any real or personal property under
leases or agreements to lease other than (A) Capitalized Lease
Obligations permitted hereunder, and (B) Operating Lease Obligations
which would not cause the aggregate amount of all Operating Lease
Obligations owing by the Borrowers and their Subsidiaries to exceed the
amount outstanding on the Effective Date.
	 
	 	     (h) Capital Expenditures. Make or commit or agree to make, any
Capital Expenditure (by purchase or Capitalized Lease) that would cause
the aggregate amount of all such Capital Expenditures made by the
Borrowers to exceed an amount as set forth in the Budget.
	 
	 	     (i) Restricted Payments. (i) Declare or pay any dividend or other
distribution, direct or indirect, on account of any Capital Stock of any
Borrower or any of its Subsidiaries, now or hereafter outstanding, (ii)
make any repurchase, redemption, retirement, defeasance, sinking fund or
similar payment, purchase or other acquisition for value, direct or
indirect, of any Capital Stock of any Borrower or any direct or indirect
parent of any Borrower, now or hereafter outstanding, (iii) make any
payment to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights for the purchase or acquisition of
shares of any class of Capital Stock of any Borrower, now or hereafter
outstanding, (iv) return any capital to any shareholders or other equity
holders of any Borrower or any of its Subsidiaries, or make any other
distribution of Property, assets, shares of Capital Stock, warrants,
rights, options, obligations or securities thereto as such or (v) pay any
management fees or any other fees or expenses (including the
reimbursement thereof by any Borrower or any of its Subsidiaries)
pursuant to any management, consulting or other services agreement to any
of the shareholders or other equityholders of any Borrower or any of its
Subsidiaries, or to any other Subsidiaries of any Borrower.
	 
	 	     (j) Payments. Make any payment of principal or interest or
otherwise on account of any Indebtedness or trade payable incurred prior
to the Filing Date other than payments (i) authorized by the Bankruptcy
Court pursuant to “first-day” or other orders reasonably satisfactory to
the Tranche A Lenders in amounts approved by the Bankruptcy 



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	 	Court in
respect of (A) accrued payroll and related expenses as of the
commencement of the Cases or (B) certain critical vendors and other
creditors, (ii) in connection with the assumption of executory contracts
and unexpired leases and (iii) to repurchase manufactured housing
inventory from floor plan lenders pursuant to Repurchase Agreements in an
aggregate amount not to exceed $5,000,000 less (A) the aggregate amount
of draws by a floor plan lender against any Letters of Credit issued for
the account of any Borrower in favor of such floor plan lenders plus (B)
the amount of any recoveries obtained by the Borrowers in resales of such
repurchased inventory.
	 
	 	     (k) Transactions with Affiliates. Enter into, renew, extend or be a
party to, or permit any of their Subsidiaries to enter into, renew,
extend or be a party to any transaction or series of related transactions
(including, without limitation, the purchase, sale, lease, transfer or
exchange of Property or assets of any kind or the rendering of services
of any kind) with any Affiliate, except (i) in the ordinary course of
business in a manner and to an extent consistent with past practice and
necessary or desirable for the prudent operation of its business, for
fair consideration and on terms no less favorable to the Borrowers or
such Subsidiaries than would be obtainable in a comparable arm’s length
transaction with a Person that is not an Affiliate thereof, and (ii)
transactions among the Borrowers.
	 
	 	     (l) Environmental. Permit the use, handling, generation, storage,
treatment, release or disposal of Hazardous Materials at any Property
owned or leased by the Borrowers or any of their Subsidiaries except in
compliance with Environmental Laws and so long as such use, handling,
generation, storage, treatment, release or disposal of Hazardous
Materials does not result in a Material Adverse Effect.
	 
	 	     (m) Multiemployer Plans. Become or permit any ERISA Affiliate to
become obligated to contribute to any Multiemployer Plan, or assume or
permit any ERISA Affiliate to assume any obligation of any predecessor
with respect to any Multiemployer Plan.
	 
	 	     (n) Availability. As of any date after December 31, 2002, permit
the sum of (i) the cash and Permitted Investments held by the Borrowers
as of such date, (ii) the Tranche A Borrowing Base Availability and (iii)
the undrawn and committed amounts available to the Borrowers under the
Warehouse Facility, to be less than $5,000,000.
	 
	 	     (o) Board of Directors of Borrowers. Without the Agent’s consent,
such consent not to be unreasonably withheld, permit the election or
appointment to the Board of Directors of any Borrower of any individual
who is not a director of such Borrower as of the Effective Date.
	 
	 	     (p) Securities Accounts.
	 
	 	               Establish or maintain any Securities Account (other than those
Securities Accounts in existence prior to the Effective Date, the only
securities in which are debt instruments issued by Parent) unless Agent
shall have received an Account Control Agreement in respect of such
Securities Account. Borrowers agree to not transfer assets 



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	 	out of any
Securities Account; provided, however, that so long as no Event of
Default has occurred and is continuing or would result therefrom,
Borrowers may use such assets (and the Proceeds thereof) to the extent
not prohibited by this Agreement.
	 
	 	     (q) Servicing Rights.
	 
	 	               Without the Required Tranche A Lenders’ consent, permit any change
to the rights of the servicer under the Pooling and Servicing Agreements
listed on Schedule 7.02(Q) hereof relating to the Securitization Trusts
for which any of the Borrowers is the servicer (the “Servicing Rights”)
or any changes to the Subservicing Agreements.






		
	 	     (r) Dispositions.
	 
	 	               Subject to Section 7.02(d)(ii), without the Required Tranche A
Lenders’ consent, permit any Dispositions.
	 
	 	     (s) Cash Management Accounts and Procedures.



               (i) Establish the Cash Collateral Account or any Cash Management Accounts
or replacement Cash Collateral Account or Cash Management Accounts other than
in accordance with the procedures specified in Section 2.10 hereof;


               (ii) Commingle Proceeds from any REMIC or securitization vehicle in the
Lockbox Account for more than two (2) Business Days;


               (iii) Materially change its disbursing and depositary practices at its
field locations without the prior written consent of the Agent; provided that
the Suburban Group can continue its existing practices in a manner consistent
with past practices and in the ordinary course of business.


               (iv) Without the prior written consent of the Agent, modify or add ACH
capability to any new or existing Cash Management Accounts with the Cash
Management Bank.



		
	 	     (t) Negative Pledge.
	 
	 	               Pledge or allow any of their Affiliates to pledge (i) the Borrowers’
“raw materials” and “supplies” (as defined in Balance Sheet Schedule A of
the Executive Report), (ii) the assets of the Excluded Entities, and
(iii) the assets secured by the Liens listed in the definition of “Senior
Claims” herein to any additional third party; provided, however, that
with respect to (iii), the Borrowers may allow additional Liens in favor
of New Dimension Homes, Inc. in the ordinary course of business and to
secure new value given; (iv) Real Property consisting of lot inventory
held for sale in the ordinary course of the Borrowers’ retail sales
business; and (v) any leasehold interest of any Borrower in motor
vehicles.
	 
	 	     (u) Funding of Whole Loans. At any time after January 31, 2003 for
more than five (5) consecutive Business Days, be unable to fund whole
loans under the Warehouse 




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	 	Facility as a result of capacity constraints,
or at any time after the date hereof be required to fund a materially
greater portion of each loan funded under the Warehouse Facility due to a
reduction in the advance percentage or advance amount under the Warehouse
Facility.
	 
	 	     (v) Accounting Policies. Change or modify in any material respect,
or permit any material change or modification to, its accounting
policies, procedures or methods as in effect as of the date hereof, other
than as required by applicable law; provided, however, that if any such
change impacts the Budget or the financial covenants listed in Section
7.01(n) herein, the Borrowers shall promptly notify the Agent.
	 
	 	     (w) Underwriting Guidelines. Modify in any materially adverse
respect the guidelines or criteria for the origination or purchase of
loans collateralized in part or in full by manufactured housing units;
	 
	 	     (x) Budget. Make any material expenditure except of the type and
for the purposes provided for in the Budget.



ARTICLE VIII

EVENTS OF DEFAULT


     Section 8.01 Events of Default. If any of the following Events of Default
shall occur and be continuing:



		
	 	     (a) the Borrowers or Guarantors shall fail to pay within one (1)
Business Day after the earlier of the date a senior officer of any
Borrower or Guarantor becomes aware of such failure and the date written
notice of such default shall have been given by the Agent to such
Borrower or Guarantor of any principal of or interest on any Tranche A
Revolving Loan, any Agent Advance or any fee, indemnity or other amount
payable under this Agreement or any other Tranche A Revolving Loan
Document when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise);
	 
	 	     (b) any representation or warranty made or deemed made by or on
behalf of any Borrower or by any officer of the foregoing under or in
connection with any Tranche A Revolving Loan Document or under or in
connection with any report, certificate, or other document delivered to
the Agent or the Tranche A Lenders pursuant to any Tranche A Revolving
Loan Document shall have been incorrect or misleading in any material
respect when made or deemed made;
	 
	 	     (c) any Borrower shall fail to perform or comply with any covenant
or agreement contained in Section 2.10, Article VI or Article VII, such
failure, if capable of being remedied, shall remain unremedied for 3
Business Days after the earlier of the date a senior officer of any
Borrower becomes aware of such failure and the date written notice of
such default shall have been given by the Agent to such Borrower;
provided, however, that the Borrowers shall only have the 30-day cure
period described in Section 7.01(cc) hereof to remedy any assertion of a
prior Lien as described therein;



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	 	     (d) any Borrower or Guarantor shall fail to perform or comply with
any other term, covenant or agreement contained in any Tranche A
Revolving Loan Document to be performed or observed by it and, except as
set forth in subsections (a), (b) and (c) of this Section 8.01, such
failure, if capable of being remedied, shall remain unremedied for 10
days after the earlier of the date a senior officer of any Borrower or
Guarantor becomes aware of such failure and the date written notice of
such default shall have been given by the Agent to such Borrower;
	 
	 	     (e) any Borrower shall fail to pay any principal of or interest on
any of its Indebtedness (excluding Indebtedness evidenced by the Tranche
A Revolving Loan Notes or any other pre-petition Indebtedness not
affirmed by the Debtor Borrowers post-
petition and approved by the Bankruptcy Court) in excess of
$2,000,000, or any interest or premium thereon, when due (whether by
scheduled maturity, required prepayment, acceleration, demand or
otherwise) and such failure shall continue after the applicable grace
period such failure, if capable of being remedied, shall remain for 1
Business Day beyond the applicable grace period after the earlier of the
date a senior officer of any Borrower becomes aware of such failure and
the date written notice of such default shall have been given by the
Agent to such Borrower, if any, specified in the agreement or instrument
relating to such Indebtedness, or any other default under any agreement
or instrument relating to any such Indebtedness, or any other event,
shall occur and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such default
or event is to accelerate, or to permit the acceleration of, the maturity
of such Indebtedness; or any such Indebtedness shall be declared to be
due and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment), redeemed, purchased or defeased or an
offer to prepay, redeem, purchase or defease such Indebtedness shall be
required to be made, in each case prior to the stated maturity thereof;
	 
	 	     (f) a default or event of default shall occur under (i) the Tranche
B Agreements or (ii) the Warehouse Documents, including any suspension of
funding, termination or material reduction of the total commitment under
either of these facilities;
	 
	 	     (g) except as provided in (i) below, OAC LLC, the Non-Debtor
Borrower or a wholly-owned Affiliate of either approved by all Tranche A
Lenders ceases to be the servicer or ceases to own the Servicing Rights
under each of the Securitization Trusts, and such failure shall remain
unremedied for 10 days after the earlier of the date a senior officer of
any Borrower becomes aware of such failure and the date written notice of
such default shall have been given by the Agent to such Borrower;
	 
	 	     (h) the Borrowers shall cease any material business operations and
such failure shall remain unremedied for 3 days after the earlier of the
date a senior officer of any Borrower becomes aware of such failure and
the date written notice of such default shall have been given by the
Agent to such Borrower;
	 
	 	     (i) the sale or other transfer of the Borrowers’ Servicing Rights to
a third party without such third party purchasing all Servicing Advance
Receivables relating to such Servicing Rights at a cash price equal to at
least 75% of the face amount thereof, and 



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	 	such failure shall remain
unremedied for 1 Business Day after the earlier of the date a senior
officer of any Borrower becomes aware of such failure and the date
written notice of such default shall have been given by the Agent to such
Borrower;
	 
	 	     (j) an order with respect to any of the Chapter 11 Cases shall be
entered by the Bankruptcy Court appointing, or any Debtor Borrower shall
file an application for an order with respect to any Chapter 11 Case
seeking the appointment of, (i) a trustee under Section 1104, or (ii) an
examiner with enlarged powers relating to the operation of the business
(powers beyond those set forth in Section 1106(a)(3) and (4) of the
Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code;
	 
	 	     (k) an order with respect to any of the Chapter 11 Cases shall be
entered by the Bankruptcy Court converting such Chapter 11 Case to a
Chapter 7 case;
	 
	 	     (l) (i) the Debtor Borrowers file a plan of reorganization in the
Chapter 11 Cases which does not contain a provision for termination of
the Tranche A Total Commitment and payment in full in cash of all
Obligations of the Borrowers hereunder and under the other Tranche A
Revolving Loan Documents on or before the effective date of such plan or
plans or (ii) an order shall be entered by the Bankruptcy Court
confirming a plan of reorganization in any of the Chapter 11 Cases which
does not contain a provision for termination of the Commitment and
payment in full in cash of all Obligations of the Borrowers hereunder and
under the other Tranche A Revolving Loan Documents and the release of the
Agent and the Tranche A Lenders in full from all claims of the Debtor
Borrowers, the Non-Debtor Borrower and their respective estates on or
before the effective date of such plan or plans upon entry thereof;
	 
	 	     (m) an order shall be entered by the Bankruptcy Court dismissing any
of the Chapter 11 Cases which does not contain a provision for
termination of the Commitments, and payment in full in cash of all
Obligations of the Borrowers hereunder and under the other Tranche A
Revolving Loan Documents upon entry thereof;
	 
	 	     (n) an order with respect to any of the Chapter 11 Cases shall be
entered by the Bankruptcy Court without the express prior written consent
of the Tranche A Lenders, (i) to revoke, reverse, stay, modify,
supplement or amend the Final Bankruptcy Court Order or (ii) to permit
any administrative expense or any claim (now existing or hereafter
arising, of any kind or nature whatsoever) to have administrative
priority as to the Debtor Borrowers equal or superior to the priority of
the Tranche A Lenders in respect of the Obligations, except for allowed
administrative expenses having priority over the Obligations to the
extent set forth in the Agreed Administrative Expense Priorities, or
(iii) to grant or permit the grant of a Lien on the Collateral other than
a Permitted Lien;
	 
	 	     (o) an application for any of the orders described in clauses (j),
(k), (l), (m), or (n) above shall be made by a Person other than the
Debtor Borrowers and such application is not being diligently contested
by the Debtor Borrowers in good faith;
	 
	 	     (p) an order shall be entered by the Bankruptcy Court that is not
stayed pending appeal granting relief from the automatic stay to any
creditor of any of the Debtor 



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	 	Borrowers with respect to any claim in an
amount equal to or exceeding $2,000,000 in the aggregate; provided,
however, that it shall not be an Event of Default if relief from the
automatic stay is granted (i) solely for the purpose of allowing such
creditor to determine the liquidated amount of its claim against the
Borrowers, or (ii) to permit the commencement of and/or prosecution of a
proceeding to collect against an insurance company;
	 
	 	     (q) (i) any of the Non-Debtor Subsidiaries shall generally not pay
its debts as such debts become due, shall admit in writing its inability
to pay its debts generally or shall make a general assignment for the
benefit of creditors, (ii) any proceeding shall be instituted by or
against any of the Non-Debtor Subsidiaries seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or
composition of it or its debts, under any applicable law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking
the entry of an order for relief or the appointment of a custodian,
receiver, trustee or other similar official for it or for any substantial
part of its property; provided, however, that, in the case of any such
proceedings instituted involuntarily against any of the Non-Debtor
Subsidiaries (but not instituted by any of the Borrowers or the
Non-Debtor Subsidiaries), either such proceedings shall remain
undismissed or unstayed for a period of 30 days or more or any action
sought in such proceedings shall occur or (iii) any of the Non-Debtor
Subsidiaries shall take any corporate action to authorize any action set
forth in clauses (i) and (ii) above;
	 
	 	     (r) (i) any material provision of any Tranche A Revolving Loan
Document shall at any time for any reason (other than pursuant to the
express terms thereof) cease to be valid and binding on or enforceable
against any Borrower intended to be a party thereto, (ii) the validity or
enforceability of any Tranche A Revolving Loan Document shall be
contested by any party thereto, (iii) a proceeding shall be commenced by
any Borrower or any Governmental Authority having jurisdiction over any
Borrower, seeking to establish the invalidity or unenforceability
thereof, or (iv) any Borrower shall deny in writing that it has any
liability or obligation purported to be created under any Tranche A
Revolving Loan Document;
	 
	 	     (s) any security document, after delivery thereof pursuant hereto,
shall for any reason fail or cease to create a valid and perfected and,
except to the extent permitted by the terms hereof or thereof, first
priority Lien in favor of the Agent for the benefit of the Tranche A
Lenders on any Collateral purported to be covered thereby;
	 
	 	     (t) one or more judgments or orders for the payment of money
exceeding $2,000,000 in the aggregate shall be rendered against any
Borrower and remain unsatisfied and either (i) enforcement proceedings
shall have been commenced by any creditor upon any such judgment or
order, or (ii) there shall be a period of ten (10) consecutive days after
entry thereof during which a stay of enforcement of any such judgment or
order, by reason of a pending appeal or otherwise, shall not be in
effect; provided, however, that any such judgment or order shall not give
rise to an Event of Default under this subsection (t) if and for so long
as (A) the amount of such judgment or order is covered by a valid and
binding policy of insurance between the defendant and the 



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	 	insurer
covering full payment thereof and (B) such insurer has been notified, and
has not disputed the claim made for payment, of the amount of such
judgment or order;
	 
	 	     (u) any Termination Event with respect to any Employee Plan shall
have occurred, and, 30 days after notice thereof shall have been given to
any Borrower by the Agent, (i) such Termination Event (if correctable)
shall not have been corrected, and (ii) the then current value of such
Employee Plan’s vested benefits exceeds the then current value of assets
allocable to such benefits in such Employee Plan by more than $1,000,000
(or, in the case of a Termination Event involving liability under Section
409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 4971 or 4975 of the Internal Revenue Code, the liability
is in excess of such amount);
	 
	 	     (v) a suspension of disbursements or interpleader of funds occurs
under section 7 of the Account Control Agreement with the Cash Management
Bank;
	 
	 	     (w) Tranche B Completion has not occurred, and the Tranche B
Facility has not been funded, by March 1, 2003; or
	 
	 	     (x) an event or development occurs which in the reasonable judgment
of the Required Tranche A Lenders has or is reasonably likely to have a
Material Adverse Effect;



then, and in any such event, the Agent may, and shall at the request of the
Majority Tranche A Lenders, by notice to the Administrative Borrower, (i)
terminate the Commitments, whereupon the Commitments shall terminate
immediately, (ii) declare all Tranche A Revolving Loans then outstanding to be
due and payable, whereupon the aggregate principal of such Tranche A Revolving
Loans, all accrued and unpaid interest thereon, all fees and all other amounts
payable under this Agreement shall become due and payable immediately, without
further order of, or application to, the Bankruptcy Court, presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by each Borrower, (iii) exercise Control over the Cash Collateral Account and
all Cash Management Accounts (including the Concentration Account but excluding
the Lockbox Account), or, should no Account Control Agreement be in place,
require that the Borrowers act as directed pursuant to Section 3.01(g)(vi)
herein (iv) sweep (or cause to be swept) all cash from the Cash Collateral
Account into the Agent’s Account as set forth in Section 2.10 hereof, (v)
exercise its rights under the Tranche A Guaranties, (vi) as set forth in
Section 6.01(u) hereof, use, assign, license or sublicense any of the Debtor
Borrower Intellectual Property, to the extent permitted by the terms of such
Debtor Borrower Intellectual Property and (vi) exercise any and all of its
other rights and remedies under applicable law (including, but not limited to,
the Bankruptcy Code and the Code), hereunder and under the other Tranche A
Revolving Loan Documents; provided, however, in accordance with the Final
Bankruptcy Court Order, the Agent may not consummate foreclosure on the
Collateral or otherwise seize control of assets of the Debtor Borrowers’
Estates (as such term is defined in the Bankruptcy Code) absent five (5)
Business Days’ notice of an Event of Default hereunder; provided, further, that
notwithstanding any of the foregoing, following an Event of Default hereunder,
the Agent may continue to exercise such rights that it may have exercised
absent an Event of Default hereunder, including, without limitation, those
listed in subsections (iii) and (iv) of this paragraph.


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ARTICLE IX

AGENT


     Section 9.01 Appointment. Each Tranche A Lender (and each subsequent
holder of any Tranche A Revolving Loans by its acceptance thereof) hereby
irrevocably appoints and authorizes the Agent to perform the duties of the
Agent as set forth in this Agreement including: (i) to receive on behalf of
each Tranche A Lender any payment of principal of or interest on the Tranche A
Revolving Loans outstanding hereunder and all other amounts accrued hereunder
for the account of the Tranche A Lenders and paid to the Agent, and to
distribute promptly to each Tranche A Lender its Pro Rata Share of all payments
so received, (ii) to distribute to each Tranche A Lender copies of all material
notices and agreements received by the Agent and not
required to be delivered to each Tranche A Lender pursuant to the terms of
this Agreement, provided that the Agent shall not have any liability to the
Tranche A Lenders for the Agent’s inadvertent failure to distribute any such
notices or agreements to the Tranche A Lenders and (iii) subject to Section
9.03 of this Agreement, to take such action as the Agent deems appropriate on
its behalf to administer the Tranche A Revolving Loans and the Tranche A
Revolving Loan Documents and to exercise such other powers delegated to the
Agent by the terms hereof or the Tranche A Revolving Loan Documents (including,
without limitation, the power to give or to refuse to give notices, waivers,
consents, approvals and instructions and the power to make or to refuse to make
determinations and calculations) together with such powers as are reasonably
incidental thereto to carry out the purposes hereof and thereof. As to any
matters not expressly provided for by this Agreement and the other Tranche A
Revolving Loan Documents (including, without limitation, enforcement or
collection of the Tranche A Revolving Loan Notes), the Agent shall not be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Tranche A
Lenders, and such instructions of the Required Tranche A Lenders shall be
binding upon all Tranche A Lenders and all subsequent holders of Tranche A
Revolving Loan Notes; provided, however, that the Agent shall not be required
to take any action which, in the reasonable opinion of the Agent, exposes the
Agent to liability or which is contrary to this Agreement or any Tranche A
Revolving Loan Document or applicable law.


     Section 9.02 Nature of Duties. The Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement or in the
Tranche A Revolving Loan Documents. The duties of the Agent shall be
mechanical and administrative in nature. The Agent shall not have by reason of
this Agreement or any Tranche A Revolving Loan Document a fiduciary
relationship in respect of any Tranche A Lender. Nothing in this Agreement or
any of the Tranche A Revolving Loan Documents, express or implied, is intended
to or shall be construed to impose upon the Agent any obligations in respect of
this Agreement or any of the Tranche A Revolving Loan Documents except as
expressly set forth herein or therein. Each Tranche A Lender shall make its
own independent investigation of the financial condition and affairs of the
Borrowers in connection with the making and the continuance of the Tranche A
Revolving Loans hereunder and shall make its own appraisal of the
creditworthiness of the Borrowers and the value of the Collateral, and the
Agent shall have no duty or responsibility, either initially or on a continuing
basis, to provide any Tranche A Lender with any credit or other information
with respect thereto, whether coming into its possession before the initial
Tranche A


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Revolving Loans hereunder or at any time or times thereafter,
provided that, upon the reasonable request of a Tranche A Lender, the Agent
shall provide to such Tranche A Lender any documents or reports delivered to
the Agent by the Borrowers pursuant to the terms of this Agreement or any
Tranche A Revolving Loan Document. If the Agent seeks the consent or approval
of the Required Tranche A Lenders to the taking or refraining from taking any
action hereunder, the Agent shall send notice thereof to each Tranche A Lender.
The Agent shall promptly notify each Tranche A Lender any time that the
Required Tranche A Lenders have instructed the Agent to act or refrain from
acting pursuant hereto.


     Section 9.03 Rights, Exculpation, Etc. The Agent and its directors,
officers, agents or employees shall not be liable to the Tranche A Lenders or
their participants or assignees for any action taken or omitted to be taken by
it under or in connection with this Agreement or the other
Tranche A Revolving Loan Documents. Without limiting the generality of
the foregoing, the Agent (i) may treat the payee of any Tranche A Revolving
Loan Note as the holder thereof until the Agent receives written notice of the
assignment or transfer thereof, pursuant to Section 10.08 hereof, signed by
such payee and in form satisfactory to the Agent; (ii) may consult with legal
counsel (including, without limitation, counsel to the Agent or counsel to the
Borrowers), independent public accountants, and other experts selected by it
and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel or experts; (iii)
make no warranty or representation to any Tranche A Lender and shall not be
responsible to any Tranche A Lender for any statements, certificates,
warranties or representations made in or in connection with this Agreement or
the other Tranche A Revolving Loan Documents; (iv) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement or the other Tranche A
Revolving Loan Documents on the part of any Person, the existence or possible
existence of any Default or Event of Default, or to inspect the Collateral or
other Property (including, without limitation, the books and records) of any
Person; (v) shall not be responsible to any Tranche A Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or the other Tranche A Revolving Loan Documents or any
other instrument or document furnished pursuant hereto or thereto; and (vi)
shall not be deemed to have made any representation or warranty regarding the
existence, value or collectability of the Collateral, the existence, priority
or perfection of the Agent’s Lien thereon, or any certificate prepared by any
Borrower in connection therewith, nor shall the Agent be responsible or liable
to the Tranche A Lenders for any failure to monitor or maintain any portion of
the Collateral. The Agent shall not be liable for any apportionment or
distribution of payments made in good faith pursuant to Section 2.02(c), and if
any such apportionment or distribution is subsequently determined to have been
made in error the sole recourse of any Tranche A Lender to whom payment was due
but not made, shall be to recover from other Tranche A Lenders any payment in
excess of the amount which they are determined to be entitled. The Agent may
at any time request instructions from the Tranche A Lenders with respect to any
actions or approvals which by the terms of this Agreement or of any of the
Tranche A Revolving Loan Documents the Agent is permitted or required to take
or to grant, and if such instructions are promptly requested, the Agent shall
be absolutely entitled to refrain from taking any action or to withhold any
approval under any of the Tranche A Revolving Loan Documents until it shall
have received such instructions from the Required Tranche A Lenders. Without
limiting the foregoing, no Tranche A Lender shall have any right of action
whatsoever against the Agent as a result of the Agent


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acting or refraining from
acting under this Agreement, the Tranche A Revolving Loan Notes or any of the
other Tranche A Revolving Loan Documents in accordance with the instructions of
the Required Tranche A Lenders.


     Section 9.04 Reliance. The Agent shall be entitled to rely upon any
written notices, statements, certificates, orders or other documents or any
telephone message believed by it in good faith to be genuine and correct and to
have been signed, sent or made by the proper Person, and with respect to all
matters pertaining to this Agreement or any of the Tranche A Revolving Loan
Documents and its duties hereunder or thereunder, upon advice of counsel
selected by it.


     Section 9.05 Indemnification. To the extent that the Agent is not
reimbursed and indemnified by any Borrower, the Tranche A Lenders will
reimburse and indemnify the Agent from and against any and all liabilities,
obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses, advances or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by, or asserted against
the Agent in any way relating to or arising out of this Agreement or any of the
Tranche A Revolving Loan Documents or any action taken or omitted by the Agent
under this Agreement or any of the Tranche A Revolving Loan Documents
(including, after any payment by the Agent of any amounts due to the Tranche A
Lenders, any chargebacks by the Cash Management Bank for any erroneously
credited items comprising such payment), in proportion to each Tranche A
Lender’s Pro Rata Share, including, without limitation, all advances and
disbursements made pursuant to Section 9.08; provided, however, that no Tranche
A Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses,
advances or disbursements for which there has been a final judicial
determination that such resulted from the Agent’s gross negligence or willful
misconduct. The obligations of the Tranche A Lenders under this Section 9.05
shall survive the payment in full of the Tranche A Revolving Loans and the
termination of this Agreement.


     Section 9.06 Agent Individually. With respect to its Pro Rata Share of
the Tranche A Total Commitment hereunder, the Tranche A Revolving Loans made by
it and the Tranche A Revolving Loan Notes issued to or held by it, the Agent
shall have and may exercise the same rights and powers hereunder and is subject
to the same obligations and liabilities as and to the extent set forth herein
for any other Tranche A Lender or holder of a Tranche A Revolving Loan Note.
The terms “Tranche A Lenders” or “Required Tranche A Lenders” or any similar
terms shall, unless the context clearly otherwise indicates, include the Agent
in its individual capacity as a Tranche A Lender or one of the Required Tranche
A Lenders. The term “Agent” shall mean the Agent solely in its individual
capacity as the Agent hereunder. The Agent and its Affiliates may accept
deposits from, lend money to, and generally engage in any kind of banking,
trust or other business with the Borrowers as if it were not acting as an Agent
pursuant hereto without any duty to account to the Tranche A Lenders.


     Section 9.07 Successor Agent.



		
	 	     (a) The Agent may resign from the performance of all its functions
and duties hereunder and under the other Tranche A Revolving Loan
Documents at any time by 



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	 	giving at least thirty (30) Business Days’ prior
written notice to the Administrative Borrower and each Tranche A Lender.
Such resignation shall take effect upon the acceptance by a successor
Agent of appointment pursuant to clauses (b) and (c) below or as
otherwise provided below.
	 
	 	     (b) Upon any such notice of resignation, the Required Tranche A
Lenders shall appoint a successor Agent (or, in the event that the
Agent’s Pro Rata Share is less than fifty-one percent, the Tranche A
Lenders may appoint a successor Agent) who, in the absence of a
continuing Event of Default, shall be reasonably satisfactory to the
Borrowers. Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under this Agreement and the other Tranche A
Revolving Loan Documents. After the Agent’s resignation hereunder as the
Agent, the provisions of this Article IX shall inure to its benefit as to
any actions taken or omitted to
be taken by it while it was Agent under this Agreement and the other
Tranche A Revolving Loan Documents.
	 
	 	     (c) If a successor Agent shall not have been so appointed within
said thirty (30) Business Day period, the retiring Agent shall then
appoint a successor Agent who, if an Event of Default is not continuing,
shall be reasonably satisfactory to the Borrowers, who shall serve as
Agent until such time, if any, as the Required Tranche A Lenders appoint
a successor Agent as provided above.



     Section 9.08 Collateral Matters.



		
	 	     (a) The Agent may from time to time, during the occurrence and
continuance of a Default or Event of Default, make such disbursements and
advances (“Agent Advances”) which the Agent, in its sole discretion,
deems necessary or desirable to preserve or protect the Collateral or any
portion thereof, to make preparations for Collateral liquidation to
enhance the likelihood or maximize the amount of repayment by the
Borrowers of the Tranche A Revolving Loans and other Obligations or to
pay any other amount chargeable to the Borrowers pursuant to the terms of
this Agreement, including, without limitation, costs, fees and expenses
as described in Section 10.04. The Agent Advances shall be repayable on
demand and be secured by the Collateral. The Agent Advances shall not
constitute Tranche A Revolving Loans but shall otherwise constitute
Obligations hereunder. The Agent shall notify each Tranche A Lender and
the Administrative Borrower in writing of each Agent Advance, which
notice shall include a description of the purpose of such Agent Advance.
Without limitation to its obligations pursuant to Section 9.05, each
Tranche A Lender agrees that it shall make available to the Agent, upon
the Agent’s demand, in Dollars in immediately available funds, the amount
equal to such Tranche A Lender’s Pro Rata Share of such Agent Advance.
If such funds are not made available to the Agent by such Tranche A
Lender, the Agent shall be entitled to recover such funds on demand from
such Tranche A Lender, together with interest thereon, for each day from
the date such payment was due until the date such amount is paid to the
Agent, at the Federal Funds Rate for three Business Days and thereafter
at the Reference Rate.



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	 	     (b) The Tranche A Lenders hereby irrevocably authorize the Agent, at
its option and in its discretion, to release any Lien granted to or held
by the Agent upon any Collateral upon termination of the Tranche A Total
Commitment and payment and satisfaction of all Tranche A Revolving Loans
and all other Obligations which have matured and which the Agent has been
notified in writing are then due and payable; or constituting Property
being sold or disposed of in the ordinary course of any Borrower’s
business and in compliance with the terms of this Agreement and the other
Tranche A Revolving Loan Documents; or constituting Property in which the
Borrowers owned no interest at the time the Lien was granted or at any
time thereafter; or if approved, authorized or ratified in writing by the
Tranche A Lenders.




		
	 	     (c) Without in any manner limiting the Agent’s authority to act
without any specific or further authorization or consent by the Tranche A
Lenders (as set forth in Section 9.08(b)), each Tranche A Lender agrees
to confirm in writing, upon request by
the Agent, the authority to release Collateral conferred upon the
Agent under Section 9.08(b). Upon receipt by the Agent of confirmation
from the Tranche A Lenders of its authority to release any particular
item or types of Collateral, and upon prior written request by any
Borrower, the Agent shall (and is hereby irrevocably authorized by the
Tranche A Lenders to) execute such documents as may be necessary to
evidence the release of the Liens granted to the Agent for the benefit of
the Tranche A Lenders upon such Collateral; provided, however, that (i)
the Agent shall not be required to execute any such document on terms
which, in the Agent’s opinion, would expose the Agent to liability or
create any obligations or entail any consequence other than the release
of such Liens without recourse or warranty, and (ii) such release shall
not in any manner discharge, affect or impair the Obligations or any Lien
upon (or obligations of any Borrower in respect of) all interests in the
Collateral retained by any Borrower.
	 
	 	     (d) The Agent shall have no obligation whatsoever to any Tranche A
Lenders to assure that the Collateral exists or is owned by the Borrowers
or is cared for, protected or insured or has been encumbered or that the
Lien granted to the Agent pursuant to this Agreement has been properly or
sufficiently or lawfully created, perfected, protected or enforced or is
entitled to any particular priority, or to exercise at all or in any
particular manner or under any duty of care, disclosure or fidelity, or
to continue exercising, any of the rights, authorities and powers granted
or available to the Agent in this Section 9.08 or in any of the Tranche A
Revolving Loan Documents, it being understood and agreed that in respect
of the Collateral, or any act, omission or event related thereto, the
Agent may act in any manner it may deem appropriate, in its sole
discretion, given the Agent’s own interest in the Collateral as one of
the Tranche A Lenders and that the Agent shall have no duty or liability
whatsoever to any other Tranche A Lender. The Agent may use the
Verification Agent to monitor the recovery and reimbursement of Servicing
Advance Receivables and perform any other responsibilities granted to the
Verification Agent under the Tranche B Agreements.



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ARTICLE X

MISCELLANEOUS


     Section 10.01 Notices, Etc. (a) All notices and other communications
provided for hereunder shall be in writing and shall be mailed,
telecopied or delivered, if to any Borrower, at the following address:



	 	 	 
	 	 	
Oakwood Homes Corporation
	 	 	
7800 McCloud Road
	 	 	
Greensboro, North Carolina 27409
	 	 	
Attention: Robert A. Smith
	 	 	
Telephone: 336-664-3690
	 	 	
Telecopier: 336-664-3224
	 	 	 
	 	 	
with a copy to:
	 	 	 
	 	 	
Rayburn Cooper & Durham, P.A.
	 	 	
The Carillon, Suite 1200
	 	 	
227 West Trade Street
	 	 	
Charlotte, North Carolina 28202
	 	 	
Attention: C. Richard Rayburn
	 	 	
Telephone: 704-334-0891
	 	 	
Telecopier: 704-377-1897
	 	 	 
	 	 	
and to:
	 	 	 
	 	 	
Morris, Nichols, Arsht & Tunnell
	 	 	
1201 North Market Street
	 	 	
Wilmington, Delaware 19801
	 	 	
Attention: Robert J. Dehney
	 	 	
Telephone: 302-658-9200
	 	 	
Telecopier: 302-425-4673
	 	 	 
	 	 	
if to the Agent, to it at the following address:
	 	 	 
	 	 	
Greenwich Capital Financial Products, Inc.
	 	 	
600 Steamboat Road
	 	 	
Greenwich, Connecticut 06830
	 	 	
Attention: John C. Anderson
	 	 	
Telephone: 203-618-2700
	 	 	
Telecopier: 203-618-2135
	 	 	 
	 	 	
with a copy to:
	 	 	 
	 	 	
Greenwich Capital Financial Products, Inc.
	 	 	
600 Steamboat Road
	 	 	
Greenwich, Connecticut 06830



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Attention: General Counsel
	 	 	
Telephone: 203-618-2700
	 	 	
Telecopier: 203-618-2134
	 	 	 
	 	 	
and to:
	 	 	 
	 	 	
Kirkland & Ellis
	 	 	
200 East Randolph Drive
	 	 	
Chicago, Illinois 60601
	 	 	
Attention: Andrew M. Kaufman
	 	 	
Telephone: 312-861-2000
	 	 	
Telecopier: 312-861-2200



if to a Tranche A Lender, to it at the address for such Tranche A Lender set
forth on Schedule 1.01(F) hereto, or, as to each party, at such other address
as shall be designated by such party in a written notice to the other parties
complying as to delivery with the terms of this Section 10.01. All such
notices and other communications shall be effective, (i) if mailed, when
received or within three (3) Business Days after deposited in the mails,
whichever occurs first, (ii) if telecopied, when transmitted and confirmation
received, or (iii) if delivered, upon delivery, except that notices to the Agent pursuant to Article II shall not be effective
until received by the Agent.



		
	 	     (b) Nothing in this Agreement or in any other Tranche A Revolving
Loan Document shall be construed to limit or affect the obligation of the
Debtor Borrowers or any other Person to serve upon the Tranche A Lenders
in the manner prescribed by the Bankruptcy Code any pleading or notice
required to be given to the Tranche A Lenders pursuant to the Bankruptcy
Code.



     Section 10.02 Amendments, Etc. No amendment or waiver of any provision of
this Agreement or any Tranche A Revolving Loan Note, and no consent to any
departure by the Borrowers therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Required Tranche A Lenders, and,
in the case of an amendment, the Borrowers, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given, provided, however, that no amendment, waiver or consent shall
(i) increase the Commitment of any Tranche A Lender, reduce the principal of,
or interest on, the Tranche A Revolving Loans payable to any Tranche A Lender,
reduce the amount of any fee payable for the account of any Tranche A Lender,
or postpone or extend any date fixed for any payment of principal of, or
interest or fees on, the Tranche A Revolving Loans payable to any Tranche A
Lender, in each case without the written consent of any Tranche A Lender
affected thereby, (ii) increase the Tranche A Total Commitment, (iii) change
the percentage of the Tranche A Total Commitment or of the aggregate unpaid
principal amount of the Tranche A Revolving Loan Notes that is required for the
Tranche A Lenders or any of them to take any action hereunder, (iv) amend the
definition of “Required Tranche A Lenders” or “Pro Rata Share”, (v) release all
or a substantial portion of the Collateral (except as otherwise provided in
this Agreement and the other Tranche A Revolving Loan Documents), subordinate
any Lien granted in favor of the Agent for the benefit of the Tranche A
Lenders, or release any Borrower, (vi) modify, waive, release or subordinate
the super priority claim status of the Obligations



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(except as permitted in this
Agreement and the Tranche A Revolving Loan Documents), or (vii) amend, modify
or waive Section 7.01(t), 7.02(n) or this Section 10.02 of this Agreement, in
the case of clauses (ii) through (vii), without the written consent of each
Tranche A Lender. Notwithstanding the foregoing, no amendment, waiver or
consent shall, unless in writing and signed by the Agent, affect the rights or
duties of the Agent (but not in its capacity as a Tranche A Lender) under this
Agreement or the other Tranche A Revolving Loan Documents. The parties to this
Agreement acknowledge that all material amendments to this Agreement will
require the consent of the Bankruptcy Court.


     Section 10.03 No Waiver; Remedies, Etc. No failure on the part of the
Agent or any Tranche A Lender to exercise, and no delay in exercising, any
right hereunder or under any other Tranche A Revolving Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right under any Tranche A Revolving Loan Document preclude any other or further
exercise thereof or the exercise of any other right. The rights and remedies
of the Agent and the Tranche A Lenders provided herein and in the other Tranche
A Revolving Loan Documents are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law. The rights of the Agent
and the Tranche A Lenders under any Tranche A Revolving Loan Document against
any party thereto are not conditional or contingent on any
attempt by the Agent and the Tranche A Lenders to exercise any of their
rights under any other Tranche A Revolving Loan Document against such party or
against any other Person.


     Section 10.04 Expenses; Taxes; Attorneys’ Fees. Without any further order
of the Bankruptcy Court, and regardless of whether or not the transactions
contemplated hereby are consummated, the Borrowers will pay on demand all
reasonable, out-of-pocket costs and expenses incurred by or on behalf of the
Tranche A Lenders, regardless of whether the transactions contemplated hereby
are consummated (provided that such reimbursement amount shall not exceed
$500,000 if the transactions contemplated hereby are not consummated),
including, without limitation, reasonable fees, costs, client charges and
expenses of counsel for the Tranche A Lenders, accounting, due diligence (other
than the due diligence covered by the Due Diligence Fee), periodic field
audits, physical counts, valuations, inventory verification and analysis,
investigations, searches and filings, monitoring of assets, appraisals of
Collateral, real estate appraisals, environmental assessments, miscellaneous
disbursements, examination, travel, lodging and meals, arising from or relating
to: (a) the negotiation, preparation, execution, delivery, performance and
administration of this Agreement and the other Tranche A Revolving Loan
Documents, (including, without limitation, the preparation of any additional
Tranche A Revolving Loan Documents), (b) any requested amendments, waivers or
consents to this Agreement or the other Tranche A Revolving Loan Documents
whether or not such documents become effective or are given, (c) the
preservation and protection of any of the Tranche A Lenders’ rights under this
Agreement or the other Tranche A Revolving Loan Documents, (d) the defense of
any claim or action asserted or brought against the Agent or the Tranche A
Lenders by any Person that arises from or relates to this Agreement, any other
Tranche A Revolving Loan Document, the Agent’s or the Tranche A Lenders’ claims
against the Borrowers and each other Borrower, or any and all matters in
connection therewith, (e) the commencement or defense of, or intervention in,
any court proceeding arising from or related to this Agreement or any other
Tranche A Revolving Loan Document, (f) the filing of any petition, complaint,
answer, motion or other pleading by the Agent or the Tranche A Lenders, or the
taking of any action in respect of


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the Collateral or other security, in
connection with this Agreement or any other Tranche A Revolving Loan Document,
(g) the protection, collection, lease, sale, taking possession of or
liquidation of, any Collateral or other security in connection with this
Agreement or any other Tranche A Revolving Loan Document, including, without
limitation, the hiring and retention of liquidation agents and consultants,
replacement management or staff and temporary staff, (h) any attempt to enforce
any Lien or security interest in any Collateral or other security in connection
with this Agreement or any other Tranche A Revolving Loan Document, (i) any
attempt to collect from the Borrowers, (j) the receipt by the Agent or the
Tranche A Lenders of any advice from professionals with respect to any of the
foregoing, (k) all liabilities and costs arising from or in connection with the
past, present or future operations of the Borrowers involving any damage to
real or personal property or natural resources or harm or injury alleged to
have resulted from any Release of Hazardous Materials on, upon or into such
property, (l) any Environmental Liabilities and Costs incurred in connection
with the investigation, removal, cleanup and/or remediation of any Hazardous
Materials present or arising out of the operations of any facility of any
Borrower or (m) any Environmental Liabilities and Costs incurred in connection
with any Environmental Lien. Without limitation of the foregoing or any other
provision of any Tranche A Revolving Loan Document: (x) the Borrowers agree to
pay all stamp, document, transfer, recording or filing taxes or fees and
similar impositions now or hereafter payable in connection with this Agreement
or any other Tranche A Revolving Loan
Document, and the Borrowers agree to save the Agent and the Tranche A
Lenders harmless from and against any and all present or future claims,
liabilities or losses with respect to or resulting from any omission to pay or
delay in paying any such taxes, fees or impositions, (y) the Borrowers agree to
pay all broker fees that may become due in connection with the transactions
contemplated by this Agreement (other than any such fees that become payable
solely as a result of actions of the Agent or any of the Tranche A Lenders),
and (z) if the Borrowers fail to perform any covenant or agreement contained
herein or in any other Tranche A Revolving Loan Document, the Agent may itself
perform or cause performance of such covenant or agreement, and the expenses of
the Agent incurred in connection therewith shall be reimbursed on demand by the
Borrowers.


     Section 10.05 Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, any Tranche A Lender may, and is hereby
authorized to, at any time and from time to time, without notice to the
Borrowers (any such notice being expressly waived by the Borrowers) and to the
fullest extent permitted by law, set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Tranche A Lender to or for the
credit or the account of the Borrowers against any and all obligations of any
of them now or hereafter existing under any Tranche A Revolving Loan Document,
irrespective of whether or not such Tranche A Lender shall have made any demand
hereunder or thereunder and although such obligations may be contingent or
unmatured. Each Tranche A Lender agrees to notify the Administrative Borrower
promptly after any such set-off and application made by such Tranche A Lender,
provided that the failure to give such notice shall not affect the validity of
such set-off and application.


     Section 10.06 Survival. All covenants, agreements, representations and
warranties made by the Borrowers herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties


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hereto and shall
survive the execution and delivery of this Agreement and the making of any
Tranche A Revolving Loans, regardless of any investigation made by any such
other party or on its behalf, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Tranche A Revolving
Loan or any fee or any other amount payable under this Agreement is outstanding
and unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.09, 4.04, 10.04 and 10.16 and Article IX shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Tranche A Revolving
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.


     Section 10.07 Severability. Any provision of this Agreement, which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


     Section 10.08 Assignments and Participations.



		
	 	     (a) This Agreement and the Tranche A Revolving Loan Notes shall be
binding upon and inure to the benefit of the Borrowers and the Agent and
each Tranche A Lender and their respective successors and assigns
(including, except for the right to request
Tranche A Revolving Loans, any trustee succeeding to the rights of
the Borrowers pursuant to Chapter 11 of the Bankruptcy Code or pursuant
to any conversion to a case under Chapter 7 of the Bankruptcy Code);
provided, however, that each of the Borrowers may not assign or transfer
any of their rights hereunder, or under the Tranche A Revolving Loan
Notes, without the prior written consent of each Tranche A Lender and any
such assignment without the Tranche A Lenders’ prior written consent
shall be null and void.
	 
	 	     (b) Each Tranche A Lender may, with the written consent of the Agent
(which consent is not to be unreasonably withheld) and, unless a Default
or Event of Default has occurred and is continuing, the written consent
of the Administrative Borrower (which consent shall not be required in
connection with any assignment to any Affiliate of such Tranche A
Lender), such consent of the Administrative Borrower not to be
unreasonably withheld, assign to one or more other lenders or other
entities all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its
Commitment, the Tranche A Revolving Loans made by it and the Tranche A
Revolving Loan Notes held by it); provided, however, that (i) such
assignment is in an amount which is at least $5,000,000 or a multiple of
$1,000,000 in excess thereof (or the remainder of such Tranche A Lender’s
Commitment) and (ii) the parties to each such assignment shall execute
and deliver to the Agent, for its acceptance, an Assignment and
Acceptance, together with any Tranche A Revolving Loan Note subject to
such assignment. Upon such execution, delivery and acceptance, from and
after the effective date specified in each Assignment and Acceptance,
which effective date shall be at least three (3) Business Days after the
delivery thereof to the Agent (or such shorter period as shall be agreed
to by the Agent and the parties to such assignment), (A) the assignee
thereunder shall become a “Tranche A Lender” hereunder and, in addition
to the rights and obligations hereunder held by it immediately prior to
such effective date, have the rights 



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	 	and obligations hereunder that have
been assigned to it pursuant to such Assignment and Acceptance and (B)
the assigning Tranche A Lender thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to
such Assignment and Acceptance, relinquish its rights and be released
from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an
assigning Tranche A Lender’s rights and obligations under this Agreement,
such Tranche A Lender shall cease to be a party hereto).



               (i) By executing and delivering an Assignment and Acceptance, the
assigning Tranche A Lender and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (A) other than as
provided in such Assignment and Acceptance, the assigning Tranche A Lender
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
this Agreement or any other Tranche A Revolving Loan Document or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other Tranche A Revolving Loan Document furnished pursuant
hereto; (B) the assigning Tranche A Lender makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Borrowers or any of their Subsidiaries or the performance or observance by the
Borrowers of any of their obligations under this Agreement or any other Tranche
A Revolving Loan Document furnished pursuant hereto; (C) such assignee
confirms that it has received a copy of this Agreement and the other
Tranche A Revolving Loan Documents, together with such other documents and
information it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (D) such assignee will,
independently and without reliance upon the Assigning Tranche A Lender, the
Agent or any Tranche A Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement and the other Tranche A
Revolving Loan Documents; (E) such assignee appoints and authorizes the Agent
to take such action as Agent on its behalf and to exercise such powers under
this Agreement and the other Tranche A Revolving Loan Documents as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (F) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of this Agreement and the other Tranche A Revolving Loan Documents are
required to be performed by it as a Tranche A Lender.


               (ii) The Agent shall maintain, or cause to be maintained at the Payment
Office, a copy of each Assignment and Acceptance delivered to and accepted by
it and a register for the recordation of the names and addresses of the Tranche
A Lenders and the Commitments of, and principal amount of the Tranche A
Revolving Loans owing to each Tranche A Lender from time to time (the
“Register”). The entries in the Register shall be conclusive and binding for
all purposes, absent manifest error, and the Borrowers, the Agent and the
Tranche A Lenders may treat each Person whose name is recorded in the Register
as a Tranche A Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Administrative Borrower and
any Tranche A Lender at any reasonable time and from time to time upon
reasonable prior notice.


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               (iii) Upon its receipt of an Assignment and Acceptance executed by an
assigning Tranche A Lender and an assignee, together with the Tranche A
Revolving Loan Notes subject to such assignment, the Agent shall, if the Agent
consents to such assignment and if such Assignment and Acceptance has been
completed (i) accept such Assignment and Acceptance, (ii) give prompt notice
thereof to the Administrative Borrower, (iii) record the information contained
therein in the Register, and (iv) prepare and distribute to each Tranche A
Lender and the Administrative Borrower a revised Schedule 1.01(C) hereto after
giving effect to such assignment, which revised Schedule 1.01(C) shall replace
the prior Schedule 1.01(C) and become part of this Agreement.


               (iv) A Registered Tranche A Revolving Loan (and the Registered Note, if
any, evidencing the same) may be assigned or sold in whole or in part only by
registration of such assignment or sale on the Register (and each Registered
Note shall expressly so provide), together with the surrender of the Registered
Note, if any, evidencing the same duly endorsed by (or accompanied by a written
instrument of assignment or sale duly executed by) the holder of such
Registered Note, whereupon, at the request of the designated assignee(s) or
transferee(s), one or more new Registered Notes in the same aggregate principal
amount shall be issued to the designated assignee(s) or transferee(s). Prior
to the registration of assignment or sale of any Registered Tranche A Revolving
Loan (and the Registered Note, if any evidencing the same), the Agent shall
treat the Person in whose name such Registered Tranche A Revolving Loan (and
the Registered Note, if any, evidencing the same) is registered as the owner
thereof for the purpose
of receiving all payments thereon and for all other purposes,
notwithstanding notice to the contrary.


               (v) In the event that any Tranche A Lender sells participations in a
Registered Tranche A Revolving Loan, such Tranche A Lender shall maintain a
register on which it enters the name of all participants in the Registered
Tranche A Revolving Loans held by it (the “Participant Register”). A
Registered Tranche A Revolving Loan (and the Registered Note, if any,
evidencing the same) may be participated in in whole or in part only by
registration of such participation on the Participant Register (and each
Registered Note shall expressly so provide). Any participation of such
Registered Tranche A Revolving Loan (and the Registered Note, if any,
evidencing the same) may be effected only by the registration of such
participation on the Participant Register.


               (vi) Any foreign Person who purchases or is assigned or participates in
any portion of such Registered Tranche A Revolving Loan shall provide the Agent
(in the case of a purchase or assignment) or the Tranche A Lender (in the case
of a participation) with a completed Internal Revenue Service Form W-8
(Certificate of Foreign Status) or a substantially similar form for such
purchaser, participant or any other affiliate who is a holder of beneficial
interests in the Registered Tranche A Revolving Loan.



		
	 	     (c) Each Tranche A Lender may sell participations to one or more
banks or other entities in or to all or a portion of its rights and
obligations under this Agreement and the other Tranche A Revolving Loan
Documents (including, without limitation, all or a portion of its
Commitment, and the Tranche A Revolving Loans made by it); provided, that
(i) such Tranche A Lender’s obligations under this Agreement (including
without limitation, its Commitment hereunder) and the other Tranche A
Revolving Loan 



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	 	Documents shall remain unchanged; (ii) such Tranche A
Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, and the Borrowers, the Agent and the
other Tranche A Lenders shall continue to deal solely and directly with
such Tranche A Lender in connection with such Tranche A Lender’s rights
and obligations under this Agreement and the other Tranche A Revolving
Loan Documents, and (iii) a participant shall not be entitled to require
such Tranche A Lender to take or omit to take any action hereunder except
(A) action directly effecting an extension of the maturity dates or
decrease in the principal amount of the Tranche A Revolving Loans, or (B)
action directly effecting an extension of the due dates or a decrease in
the rate of interest payable on the Tranche A Revolving Loans or the fees
payable under this Agreement, or (C) actions directly effecting a release
of all or a substantial portion of the Collateral or any Borrower (except
as set forth in Section 9.08 of this Agreement or any Tranche A Revolving
Loan Document).



     Section 10.09 Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.


     Section 10.10 GOVERNING LAW. THIS AGREEMENT, THE TRANCHE A REVOLVING LOAN
NOTES AND THE OTHER TRANCHE A REVOLVING LOAN
DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK EXCEPT AS
GOVERNED BY THE BANKRUPTCY CODE.


     Section 10.11 WAIVER OF JURY TRIAL, ETC. EACH BORROWER, THE AGENT AND THE
TRANCHE A LENDERS HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT, THE
TRANCHE A REVOLVING LOAN NOTES OR OTHER TRANCHE A REVOLVING LOAN DOCUMENTS, OR
UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT
DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR
ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS
AGREEMENT, AND AGREE THAT ANY SUCH ACTION, PROCEEDINGS OR COUNTERCLAIM SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER CERTIFIES THAT NO
OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR ANY LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR ANY LENDER WOULD NOT, IN
THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
FOREGOING WAIVERS. EACH BORROWER HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS AGREEMENT.


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     Section 10.12 Consent by the Agent and Tranche A Lenders. Except as
otherwise expressly set forth herein to the contrary, if the consent, approval,
satisfaction, determination, judgment, acceptance or similar action (an
“Action”) of the Agent or any Tranche A Lender shall be permitted or required
pursuant to any provision hereof or any provision of any other agreement to
which the Borrowers and any other Borrower are parties and to which the Agent
or any Tranche A Lender has succeeded thereto, such Action shall be required to
be in writing and may be withheld or denied by the Agent or such Tranche A
Lender, in its sole discretion, with or without any reason, and without being
subject to question or challenge on the grounds that such Action was not taken
in good faith.


     Section 10.13 Prior Agreements. This Agreement represents the entire
agreement of the parties with regard to the subject matter hereof and the terms
of any letters and other documentation entered into between the Borrower and
any Tranche A Lender or the Agent prior to the execution of this Agreement
which relate to the Tranche A Revolving Loans to be made hereunder shall be
replaced by the terms of this Agreement and the other Tranche A Revolving Loan
Documents.


     Section 10.14 No Party Deemed Drafter. Each of the parties hereto agrees
that no party hereto shall be deemed to be the drafter of this Agreement.


     Section 10.15 Oakwood Homes Corporation as Agent for Borrowers. Each
Borrower hereby irrevocably appoints Oakwood Homes Corporation as the borrowing
agent and attorney-
in-fact for the Borrowers (the “Administrative Borrower”) which
appointment shall remain in full force and effect unless and until the Agent
shall have received prior written notice signed by all of the Borrowers that
such appointment has been revoked and that another Borrower has been appointed
Administrative Borrower. Each Borrower hereby irrevocably appoints and
authorizes the Administrative Borrower (i) to provide the Agent with all
notices with respect to Tranche A Revolving Loans obtained for the benefit of
any Borrower and all other notices and instructions under this Agreement and
(ii) to take such action as the Administrative Borrower deems appropriate on
its behalf to obtain Tranche A Revolving Loans and to exercise such other
powers as are reasonably incidental thereto to carry out the purposes of this
Agreement. It is understood that the handling of the Tranche A Revolving Loan
Account and Collateral of the Borrowers in a combined fashion, as more fully
set forth herein, is done solely as an accommodation to the Borrowers in order
to utilize the collective borrowing powers of the Borrowers in the most
efficient and economical manner and at their request, and that neither the
Agent nor the Tranche A Lenders shall incur liability to the Borrowers as a
result hereof. Each of the Borrowers expects to derive benefit, directly or
indirectly, from the handling of the Tranche A Revolving Loan Account and the
Collateral in a combined fashion since the successful operation of each
Borrower is dependent on the continued successful performance of the integrated
group. To induce the Agent and the Tranche A Lenders to do so, and in
consideration thereof, each of the Borrowers hereby jointly and severally
agrees to indemnify the Indemnitees (as hereinafter defined) and hold the
Indemnitees harmless against any and all liability, expense, loss or claim of
damage or injury, made against such Indemnitee by any of the Borrowers or by
any third party whosoever, arising from or incurred by reason of (a) the
handling of the Tranche A Revolving Loan Account and the Collateral of the
Borrowers as herein provided, (b) the Agent’s and the Tranche A Lenders’
reliance on any instructions of the Administrative Borrower, or (c) any other


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action taken by the Agent or any Tranche A Lender hereunder or under the other
Tranche A Revolving Loan Documents; provided, however, that the Borrowers
shall not have any obligation to any Indemnitee under this Section 10.15 for
any Indemnified Matter (as hereinafter defined) caused by the gross negligence
or willful misconduct of such Indemnitee, as determined by a final judgment of
a court of competent jurisdiction.


     Section 10.16 Indemnification. In addition to each Borrower’s other
Obligations under this Agreement, each Borrower agrees to, jointly and
severally, defend, protect, indemnify and hold harmless the Agent, each Tranche
A Lender and all of their respective officers, directors, employees, attorneys,
consultants and agents (collectively called the “Indemnitees”) from and against
any and all losses, damages, liabilities, obligations, penalties, fees,
reasonable costs and expenses (including, without limitation, reasonable
attorneys’ fees, costs and expenses) incurred by such Indemnitees, whether
prior to or from and after the Effective Date, whether direct, indirect or
consequential, as a result of or arising from or relating to or in connection
with any of the following: (i) the negotiation, preparation, execution or
performance or enforcement of this Agreement, any other Tranche A Revolving
Loan Document or of any other document executed in connection with the
transactions contemplated by this Agreement, (ii) the Agent’s or any Tranche A
Lender’s furnishing of funds to the Borrowers under this Agreement, including,
without limitation, the management of any such Tranche A Revolving Loans, (iii)
any matter relating to the financing transactions contemplated by this
Agreement or the other Tranche A Revolving Loan Documents or by any document
executed in connection with the transactions contemplated by this Agreement or
the other Tranche A Revolving Loan Documents, or (iv) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not
any
Indemnitee is a party thereto (collectively, the “Indemnified Matters”);
provided, however, that the Borrowers shall not have any obligation to any
Indemnitee under this Section 10.16 for any Indemnified Matter caused by the
gross negligence or willful misconduct of such Indemnitee, as determined by a
final judgment of a court of competent jurisdiction. Such indemnification for
all of the foregoing losses, damages, fees, costs and expenses of the
Indemnitees are chargeable against the Tranche A Revolving Loan Account. To
the extent that the undertaking to indemnify, pay and hold harmless set forth
in this Section 10.16 may be unenforceable because it is violative of any law
or public policy, each Borrower shall, jointly and severally, contribute the
maximum portion which it is permitted to pay and satisfy under applicable law,
to the payment and satisfaction of all Indemnified Matters incurred by the
Indemnitees. This Indemnity shall survive the repayment of the Obligations and
the discharge of the Liens granted under the Tranche A Revolving Loan
Documents.


     Section 10.17 Records. The unpaid principal of and interest on the
Tranche A Revolving Loan Notes, the interest rate or rates applicable to such
unpaid principal and interest, the duration of such applicability, the
Commitments, and the accrued and unpaid fees payable pursuant to Section 2.08
hereof, shall at all times be ascertained from the records of the Agent, which
shall be conclusive and binding absent manifest error.


     Section 10.18 Binding Effect. This Agreement shall become effective when
it shall have been executed by each Borrower, the Agent and each Tranche A
Lender and when the conditions precedent set forth in Section 5.01 hereof have
been satisfied or waived in writing by the Agent, and thereafter shall be
binding upon and inure to the benefit of each Borrower, the Agent and


108






 




each
Tranche A Lender, and their respective successors and assigns, except that the
Borrowers shall not have the right to assign their rights hereunder or any
interest herein without the prior written consent of each Tranche A Lender, and
any assignment by any Tranche A Lender shall be governed by Section 10.08
hereof.


* * * * * * *


109






 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.



	 	 	 
	 	 	
BORROWERS:
	 	 	 
	 	 	
OAKWOOD HOMES CORPORATION,

a North Carolina corporation
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Executive Vice President
	 	 	 
	 	 	
OAKWOOD ACCEPTANCE CORPORATION,

LLC, a Delaware limited liability company
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
OAKWOOD SHARED SERVICES, LLC,

a Delaware limited liability company
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
OAKWOOD SERVICING HOLDINGS CO., LLC

a Nevada limited liability company
	 	 	 
	 	 	


	 	 	
By: Randelle R. Smith
	 	 	
Its: Assistant Treasurer




[ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]


 






 




	 	 	 
	 	 	
OAKWOOD MOBILE HOMES, INC.,

a North Carolina corporation
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
CREST CAPITAL, LLC,

a Nevada limited liability company
	 	 	 
	 	 	


	 	 	
By: Randelle R. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
FSI FINANCIAL SERVICES, INC.

a Michigan corporation
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
TRI-STATE INSURANCE AGENCY, INC.,

a Michigan corporation
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President



[ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]


 






 





	 	 	 
	 	 	
HBOS MANUFACTURING, LP,

a Delaware limited partnership
	 	 	 
	 	 	
By: Oakwood Mobile Homes, Inc.,

Its general partner
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
PREFERRED HOUSING SERVICES, LP, a

Delaware limited partnership
	 	 	 
	 	 	
By: Oakwood Mobile Homes, Inc.,

Its general partner
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
NEW DIMENSION HOMES, INC.,

a Delaware corporation
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
GOLDEN WEST LEASING, LLC,

a Nevada limited liability company
	 	 	 
	 	 	


	 	 	
By: Randelle R. Smith
	 	 	
Its: Vice President



[ADDITIONAL BORROWERS LISTED ON THE FOLLOWING PAGE]


 






 




	 	 	 
	 	 	
DREAMSTREET COMPANY, LLC,

a Delaware limited liability company
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
HOME SERVICE CONTRACT, INC.,

a Michigan corporation
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
SUBURBAN HOME SALES, INC.,

a Michigan corporation
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President
	 	 	 
	 	 	
OAKWOOD MHD4, LLC,

a Delaware limited liability company
	 	 	 
	 	 	


	 	 	
By: Robert A. Smith
	 	 	
Its: Vice President



[AGENT AND LENDER SIGNATURE PAGE FOLLOWS]


 






 




	 	 	 	 	 
	 	 	AGENT AND TRANCHE A LENDER:
	 	 	 	 	 
	 	 	GREENWICH CAPITAL FINANCIAL PRODUCTS, INC
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:

Title:
	 	 	 	 	 
	 	 	TRANCHE A LENDER:
	 	 	 	 	 
	 	 	BH FINANCE LLC
	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Name:

Title:



 






 



SCHEDULE 1.01(A)


BORROWERS


Oakwood Homes Corporation


Oakwood Mobile Homes, Inc.


Suburban Home Sales, Inc.


FSI Financial Services, Inc.


Home Service Contract, Inc.


Tri-State Insurance Agency, Inc.


New Dimension Homes, Inc.


DreamStreet Company, LLC


Golden West Leasing, LLC


HBOS Manufacturing, LP


Crest Capital, LLC


Oakwood Acceptance Corporation, LLC


Oakwood Shared Services, LLC


Preferred Housing Services, LP


Oakwood MHD4, LLC


Oakwood Servicing Holdings Co., LLC