Exhibit
10.2


 


GUARANTY


 


THIS GUARANTY, dated September 3, 2004, is made and given by
FLEETWOOD ENTERPRISES, INC., a Delaware corporation (“Guarantor”),
to RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (“Lender”).


 


RECITALS


 


A.            Lender
has agreed to make certain accommodations (“Loan”) to HOMEONE CREDIT
CORP., a Delaware corporation (“Borrower”).


 


B.            The Loan
is evidenced by Borrower’s Promissory Note dated as of September 3, 2004
(as amended, supplemented or otherwise modified, including any other instruments
executed and delivered in renewal, extension, rearrangement or otherwise in
replacement of that promissory note, the “Note”)  and by a Warehousing Credit
and Security Agreement (Manufactured Housing) dated as of September 3,
2004 (as amended, restated, renewed or replaced, including any other
instruments executed and delivered in renewal, extension, rearrangement or
otherwise in replacement of that agreement, the “Agreement”).


 


C.            Guarantor
is the sole shareholder of Borrower and will derive substantial benefits from
the Loan.


 


D.            Lender
refuses to make the Loan until Lender receives this Guaranty.


 


E.             In
order to induce Lender to accept the Note  and the Agreement and to make the Loan to
Borrower, Guarantor is willing to execute and deliver this Guaranty to Lender.


 


AGREEMENT


 


NOW, THEREFORE, Guarantor agrees with Lender as follows:


 


1.             Definitions;
Rules of Construction.  Unless
otherwise defined in this Guaranty, all capitalized terms have the meanings
given to those terms in the Agreement. 
Defined terms may be used in the singular or the plural, as the context
requires.  The words “include,”
“includes” and “including” are deemed to be followed by the phrase “without
limitation.”  Unless the context in
which it is used otherwise clearly requires, the word “or” has the inclusive
meaning represented by the phrase “and/or.” 
References to Sections are to Sections of this Guaranty unless otherwise
expressly provided.


 


2.             Guaranty
of Payment and Performance. 
Guarantor irrevocably, unconditionally and absolutely guarantees to
Lender the due and prompt payment (and not just the collectibility) by Borrower
of (a) the principal, and (b) all interest, fees, late charges and other
indebtedness arising under the Note  and the Agreement, when due, whether at maturity,
by reason of acceleration or otherwise, all at the times, places and at the
rates described in, and otherwise according to the terms of, the Note and the
Agreement, and all whether currently existing or created or arising after the
date of this Guaranty.  Guarantor also
irrevocably, unconditionally and absolutely guarantees to Lender the due and
prompt performance by Borrower of all other duties and obligations of Borrower
contained in the Note  and the Agreement, and the due and prompt
payment of all costs and expenses incurred by Lender (including reasonable
attorneys’ fees, court costs and other litigation expenses such as expert
witness fees, exhibit preparation and courier, postage, communication and
document copying expenses) to enforce the payment and performance of the Note,
the Agreement and this Guaranty.  The
payment and performance of the items set forth in this Section are
collectively referred to as the “Guaranteed Debt.”  Any sum payable by Guarantor to Lender under
this Guaranty will bear interest from the date due until paid at a per annum
rate of interest equal to the highest Default Rate then applicable under the
Agreement.


 


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3.             Right
of Set-Off.  After an Event of
Default occurs and while it is continuing, Lender may, without notice or demand
to Guarantor (which notice or demand Guarantor expressly waives), set-off and
apply any property of Guarantor in Lender’s possession or control, or standing
to the credit of Guarantor, to the payment of the Guaranteed Debt.


 


4.             Other
Transactions.  Guarantor (a)
consents to all modifications of the terms and conditions of the Guaranteed
Debt and to all extensions or renewals of the time of payment or performance of
the Guaranteed Debt by Borrower; (b) agrees that Lender need not resort to
legal remedies against Borrower or take action against any other Person
obligated (an “Obligor”) for the payment or performance of the
Guaranteed Debt or against any collateral for the Guaranteed Debt before proceeding
against Guarantor under this Guaranty; (c) agrees that no release of Borrower
or any other guarantor or Obligor, and no release, exchange or nonperfection of
any collateral for the Guaranteed Debt, whether by operation of law or by any
act or failure to act of Lender, with or without notice to Guarantor, shall
release Guarantor (other than release of Borrower upon irrevocable payment in
full of the Guaranteed Debt); (d) waives presentment, demand, notice of demand,
dishonor, notice of dishonor, protest, and notice of protest and any other
notice with respect to the Guaranteed Debt and this Guaranty, and promptness in
commencing suit against any party to or liable on the Guaranteed Debt or in
giving any notice to or making any claim or demand upon Guarantor under this
Guaranty; (e) waives any defense arising by reason of any disability or other
defense of Borrower for payment of all or any part of the Guaranteed Debt or by
reason of the cessation from any cause whatsoever of the liability of Borrower for
the Guaranteed Debt other than full payment; and (f) waives, to the extent
permitted by law, all benefit of valuation, appraisement and exemptions under
the laws of the State of Minnesota or any other state or territory of the
United States.


 


5.             Continuing
Guaranty.  Guarantor’s obligations
under this Guaranty are primary, absolute and unconditional.  Only full and irrevocable payment and
performance of the Guaranteed Debt will discharge Guarantor’s obligations under
this Guaranty.  Guarantor’s obligations
under this Guaranty are not impaired or affected by: (a) the genuineness,
validity, regularity or enforceability of, or any amendment or change in the
Agreement or the other Loan Documents, or any change in or extension of the
manner, place or terms of payment of, all or any portion of the Guaranteed
Debt; (b) Lender’s taking or failure to take any action to enforce the
Agreement or the other Loan Documents, or Lender’s exercise or failure to
exercise any remedy, power or privilege contained in the Loan Documents or
available at law or otherwise, or the waiver by Lender of any provisions of the
Agreement or the other Loan Documents; (c) any impairment, modification,
change, release or limitation in any manner of the liability of Borrower or its
estate in bankruptcy, or of any remedy for the enforcement of Borrower’s
liability, resulting from the operation of any present or future provision of
the bankruptcy laws or any other statute or regulation, or the dissolution,
bankruptcy, insolvency or reorganization of Borrower; (d) the merger or
consolidation of Borrower, or any sale or transfer by Borrower of all or any
part of its assets or property; (e) any claim Guarantor may have against any
other Obligor, including any claim of contribution; (f) the release, in whole
or in part, of any other guarantor (if more than one), Borrower or any other
Obligor; (g) any settlement or compromise with any Obligor with respect to any
Guaranteed Debt or the subordination of the payment of all or any part of the
Guaranteed Debt to the payment of any other debts or claims that may at any
time be due and owing to Lender or any other Person; or (h) any other action or
circumstance that may (with or without notice to or knowledge of Guarantor) in
any manner or to any extent vary the risks of Guarantor under this Guaranty or
otherwise constitute a legal or equitable discharge or defense.  Guarantor’s obligations under this Guaranty
are in addition to Guarantor’s obligations under any other guaranties of the
Guaranteed Debt or any other obligations of Borrower or any other Persons, and
this Guaranty does not affect or invalidate those other guaranties.  Guarantor’s liability to Lender is deemed to
be the aggregate liability of Guarantor under the terms of this Guaranty and
any other guaranties made by Guarantor in favor of Lender before or after the
date of this Guaranty.


 


6.             Application
of Payments.  Lender has the
exclusive right to determine the application of all payments and credits
(whether derived from Borrower or from any other source) to be made on the
Guaranteed Debt and any other indebtedness owed by Borrower or any other
Obligor to Lender.  Lender has no
obligation to marshal any assets in favor of Guarantor or in payment of all or
any part of the Guaranteed Debt.


 


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7.             Recovery
of Payments.  Guarantor’s
obligations under this Guaranty continue to be effective, or are automatically
reinstated, as the case may be, if at any time the performance or the payment,
in whole or in part, of any of the Guaranteed Debt is rescinded or must
otherwise be restored or returned by Lender (as a preference, fraudulent
conveyance or otherwise) upon or as a result of (a) the insolvency,
bankruptcy, dissolution, liquidation or reorganization of Borrower, Guarantor
or any other Person, (b) the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to Borrower, Guarantor or any
other Person, (c) the appointment of a custodian, receiver, trustee or other
officer with similar powers with respect to any substantial part of Borrower’s,
Guarantor’s or any other Person’s property, or (d) any other action or event,
all as though those payments had not been made.  If an Event of Default exists and a case or proceeding against
Guarantor or Borrower under a bankruptcy or insolvency law prevents Lender from
declaring a default and accelerating Guarantor’s obligations under this
Guaranty or from declaring a default and accelerating any Guaranteed Debt,
Guarantor’s obligations under this Guaranty will be deemed to have been
declared in default and accelerated with the same effect as if this Guaranty
and those obligations had been declared in default and accelerated in
accordance with their respective terms, and Guarantor must immediately perform
or pay, as the case may be, as required under the terms of this Guaranty
without further notice or demand.


 


8.             No
Subrogation.  Until the Guaranteed
Debt has been irrevocably paid and performed in full, Guarantor irrevocably
waives any claims or other rights that Guarantor now has or may acquire against
Borrower that arise from the existence, payment, performance or enforcement of
Guarantor’s obligations under this Guaranty, including any right of
subrogation, reimbursement, exoneration, contribution or indemnification and
any right to participate in any claim or remedy of Lender against Borrower or
any collateral that Lender now has or may acquire, whether or not that claim,
remedy or right arises in equity or under contract, statute or common law,
including the right to take or receive from Borrower, directly or indirectly,
in cash or other property or by set-off or in any manner, payment or security
on account of that claim or other right. 
In addition, to the extent permitted by law, Guarantor irrevocably
releases and waives any such subrogation rights or rights of reimbursement,
exoneration, contribution or indemnity to the extent any such rights give rise
to a claim under the U.S. Bankruptcy Code that payments or transfers to Lender
with respect to the Guaranteed Debt constitute a preference in favor of
Guarantor or a claim under the U.S. Bankruptcy Code that the preference is
recoverable from Lender.  Any amount
paid to Guarantor in violation of the preceding two sentences is deemed to have
been paid to Guarantor for the benefit of, and held in trust for, Lender and
must immediately be paid to Lender to be credited and applied to the Guaranteed
Debt, whether matured or unmatured. 
Notwithstanding the blanket waiver of subrogation rights set forth
above, Guarantor specifically acknowledges that any subrogation rights that
Guarantor may have against Borrower or any collateral that Lender now has or
may acquire may be destroyed by a nonjudicial foreclosure of the collateral.  Without limiting the foregoing, Guarantor
waives all rights and defenses arising out of Lender’s election of remedies,
even though that election of remedies (such as a nonjudicial foreclosure with
respect to security for any Guaranteed Debt) may destroy Guarantor’s rights of
subrogation and reimbursement against Borrower.  To the extent permitted by Part 6 of Article 9 of the
Uniform commercial Code of Minnesota or of any other applicable jurisdiction (“Part
6”), Guarantor also waives the right to require Lender to comply with the
provisions of Part 6 in connection with Lender’s enforcement of any security
interest securing the payment or performance of the Guaranteed Debt.  Guarantor specifically acknowledges that
Guarantor will receive direct and indirect benefits from the arrangements
contemplated by the Agreement and that the waivers set forth in this
Section are knowingly made in contemplation of those benefits. Guarantor
agrees that Lender will incur no liability as a result of the commercially
reasonable sale or other disposition of all or any portion of the Collateral at
any public or private sale or other disposition.  Guarantor waives (to the extent permitted by law) any claims
Guarantor may have against Lender arising by reason of the fact that the price
at which the Collateral may have been sold at a private sale was less than the
price that Lender might have obtained at a public sale, or was less than the
aggregate amount of the Guaranteed Debt, even if Lender accepts the first offer
received and does not offer the Collateral to more than one offeree.  Guarantor agrees that any sale of Collateral
under the terms of a Purchase Commitment, or any other disposition of
Collateral arranged by Borrower, whether before or after the occurrence of an
Event of Default, will be deemed to have been made in a commercially reasonable
manner.  Guarantor acknowledges that
Mortgage Loans are collateral of a type that is the subject of widely
distributed standard price quotations and that Mortgage-backed Securities are
collateral of a type that is customarily sold on a recognized


 


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market.  Guarantor waives any
right Guarantor may have to prior notice of the sale of Pledged Securities, and
agrees that Lender may purchase Pledged Loans and Pledged Securities at a
private sale of such Collateral.


 


9.             Remedies.  Lender’s postponement or delay in the
enforcement of any right under this Guaranty is not a waiver of that right and
all of Lender’s rights under this Guaranty are cumulative and not alternative
and are in addition to any other rights granted to Lender in any other
agreement or by law.  Guarantor
understands and acknowledges that time is of the essence with respect to the
performance of Guarantor’s obligations under this Guaranty.


 


10.           Reaffirmation.  When requested by Lender, Guarantor must
promptly execute and deliver a written reaffirmation of this Guaranty in such
form as Lender may require.


 


11.           Representations,
Warranties and Covenants.  Guarantor
represents, warrants to Lender and agrees for the benefit of Lender, as
follows:


 


(a)                                  Organization
and Good Standing.  Guarantor is a
Delaware corporation duly organized, validly existing and in good standing
under the laws of such State and has the full legal power and authority to own
its property and to carry on its business as currently conducted.  Guarantor is duly qualified as a foreign
corporation to do business and is in good standing in each jurisdiction in
which the transaction of its business makes qualification necessary, except in
jurisdictions, if any, where a failure to be in good standing has no material
adverse effect on Guarantor’s business, operations, assets or financial
condition as a whole.  For the purposes
of this Guaranty, good standing includes qualification for any and all licenses
and payment of any and all taxes required in the jurisdiction of its
corporation and in each jurisdiction in which Guarantor transacts business.


 


(b)                                 Authority
and Authorization.  Guarantor has
the power and authority to execute, deliver and perform this Guaranty.  The execution, delivery and
performance by Guarantor of this Guaranty has been duly and validly authorized
by all necessary corporate action on the part of Guarantor (none of which
actions has been modified or rescinded, and all of which actions are in full
force and effect).  The execution,
delivery and performance by Guarantor of this Guaranty do not and will not
conflict with or violate any provision of law, any judgments binding upon
Guarantor, or the articles of organization or operating agreement of Guarantor,
and do not and will not conflict with or result in a breach of or constitute a
default or require any consent under any agreement, instrument or indenture to
which Guarantor is a party or by which Guarantor or its property may be bound
or affected.  This Guaranty constitutes
the legal, valid, and binding obligation of Guarantor, enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors’ rights.


 


(c)                                  Financial
Statements.  All financial
statements and other information given to Lender with respect to Guarantor
fairly and accurately present in all material respects the financial condition
of Guarantor as of the date of those financial statements and that information,
and there has been no material adverse change in the financial condition of
Guarantor since the date of those financial statements and that
information.  Guarantor must promptly
deliver to Lender (or to Borrower in time for Borrower to deliver to Lender)
all financial statements, tax returns and other information about Guarantor
that are required by the Agreement or requested by Lender.


 


(d)                                 No
Default.  Guarantor is not in
default with respect to any order, writ, injunction, decree or demand of any
court or other governmental authority, in the payment of any material debt for
borrowed money or under any material agreement evidencing or securing any such
debt.


 


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(e)                                  Solvency.  Guarantor is now solvent, and there are no
bankruptcy or insolvency proceedings pending or contemplated by or, to the
Guarantor’s knowledge, against Guarantor.


 


(f)                                    Relationship
to Borrower.  The consideration
received or to be received by Guarantor as a result of the Loan is worth as
much or more than the liabilities and obligations incurred by Guarantor under
this Guaranty.  Guarantor has had full
and complete access to the Agreement and the Note  and all other Loan Documents
relating to the Guaranteed Debt, has reviewed them and is fully aware of the
meaning and effect of those documents. 
Guarantor is fully informed of all facts and circumstances that bear
upon the risks of executing this Guaranty, including all facts that a diligent
inquiry would reveal.  Guarantor has the
ability to obtain from Borrower on a continuing basis information concerning
Borrower’s financial condition, and Guarantor is not relying on Lender to
provide such information.  Except as
specifically required by this Guaranty, Lender has no obligation to advise or
notify Guarantor or to provide Guarantor with any data or information about
Borrower.  Lender has not agreed to
make, extend or modify any loan or other financial accommodation to or for
Guarantor in consideration of Guarantor’s execution and delivery of this
Guaranty.


 


(g)                                 Litigation.  There are no actions, claims, suits or
proceedings pending or, to Guarantor’s knowledge, threatened or reasonably
anticipated against or affecting Guarantor or any Subsidiary of Guarantor in
any court or before any arbitrator or before any government commission, board,
bureau or other administrative agency that, if adversely determined, may
reasonably be expected to result in a material adverse change in Guarantor’s
business, operations, assets or financial condition as a whole, or that would
affect the validity or enforceability of this Guaranty.


 


(h)                                 Taxes.  Guarantor and each of its Subsidiaries has
filed or caused to be filed all federal, state and local income, excise,
property and other tax returns that are required to be filed with respect to
the operations of Guarantor and its Subsidiaries, all such returns are true and
correct and Guarantor and each of its Subsidiaries has paid or caused to be
paid all taxes shown on those returns or on any assessment, to the extent that
those taxes have become due, including all FICA payments and withholding taxes,
if appropriate.  The amounts reserved as
a liability for income and other taxes payable in the financial statements
delivered to Lender under the Agreement are sufficient for payment of all
unpaid federal, state and local income, excise, property and other taxes,
whether or not disputed, of Guarantor and its Subsidiaries accrued for or
applicable to the period and on the dates of those financial statements and all
years and periods prior to those financial statements and for which Guarantor
and its Subsidiaries may be liable in their own right or as transferee of the
assets of, or as successor to, any other Person.  No tax Liens have been filed and no material claims are being
asserted against Guarantor, any Subsidiary of Guarantor or any property of
Guarantor or any Subsidiary of Guarantor with respect to any taxes, fees or
charges.


 


Guarantor’s representations and warranties in this Guaranty will
survive the execution, delivery and performance of this Guaranty and the
creation and payment of the Guaranteed Debt.


 


12.           RESERVED


 


13.           No
Interest in Pledged Loans. 
Guarantor represents and warrants that Guarantor does not have a
security interest in, assignment of, or any other rights in the Pledged Loans,
and Guarantor covenants that it will not accept a security interest in,
assignment of, or any other rights in the Pledged Loans so long as Borrower
owes any Obligations to Lender.


 


14.           Governing
Law.  This Guaranty is governed by
the laws of the State of Minnesota, without reference to its principles of
conflicts of laws.


 


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15.           Severability.  Any provision of this Guaranty declared to
be illegal or unenforceable in any respect is null and void and of no force and
effect to the extent of the illegality or unenforceability, but all other
covenants, terms, conditions and provisions of this Guaranty continue to be
valid and enforceable.


 


16.           Successors
and Assigns.  The terms and
provisions of this Guaranty are binding upon and inure to the benefit of
Lender, Guarantor and their respective heirs, executors, administrators,
personal representatives, successors and assigns.


 


17.           Waivers
and Amendments.  This Guaranty may
not be amended, modified or supplemented unless the amendment, modification or
supplement is set forth in a writing signed by both Guarantor and Lender. No
waiver of any provision of this Guaranty nor consent to any departure by Guarantor
from the terms of this Guaranty will be effective unless the same is in writing
and signed by Lender, and then that waiver or consent is effective only in the
specific instance and for the specific purpose for which given.  No notice to or demand on Guarantor shall in
any case entitle Guarantor to any other or further notice or demand in similar
or other circumstances.


 


18.           Notices.  All notices and communications required or
permitted to be given or made under this Guaranty must be in writing and must
be sent by manual delivery, overnight courier or United States registered or
certified mail, return receipt requested (postage prepaid, including
registration or certification charges), addressed as follows (or at such other
address as may be designated by Guarantor or Lender in a notice to the other):


 


If to Guarantor:


 


Fleetwood Enterprises, Inc.

3125 Myers Street

Riverside, CA 92503

Attention:  Boyd Plowman, Senior Vice
President


 


If to Lender:


 


Residential Funding Corporation

7501 Wisconsin Avenue

Bethesda, MD 20814

Attention: Jim Clapp, Director


 


All periods of notice will be measured from the date of delivery if
manually delivered, from the first Business Day after the date of sending if
sent by overnight courier or from five (5) days after the date of mailing if
sent by United States mail, except that notices of changes of address are not
effective until actually received.


 


19.           Entire
Agreement.  This Guaranty represents
the final agreement of guaranty between Guarantor and Lender.  This Guaranty may not be contradicted by
evidence of prior or contemporaneous oral agreements, and there are no oral
agreements between Guarantor and Lender with respect to the subject matter of
this Guaranty.  No course of prior dealings
between Guarantor and Lender, no usage of trade and no parole or extrinsic
evidence of any nature may be used to contradict or modify the terms and
provisions of this Guaranty.


 


20.           Consent
to Jurisdiction.  AT LENDER’S
OPTION, THIS GUARANTY MAY BE ENFORCED IN ANY STATE OR FEDERAL COURT WITHIN THE
STATE OF MINNESOTA.  GUARANTOR CONSENTS
TO THE PERSONAL JURISDICTION AND VENUE OF THOSE COURTS, AND WAIVES ANY
OBJECTION TO THE PERSONAL JURISDICTION OR VENUE OF THOSE COURTS, INCLUDING THE
OBJECTION THAT VENUE IN THOSE COURTS IS NOT COVENIENT.  ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE
COMMENCED AND INSTITUTED BY SERVICE OF PROCESS UPON GUARANTOR BY FIRST CLASS
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT


 


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REQUESTED, ADDRESSED TO GUARANTOR AT ITS ADDRESS LAST KNOWN TO
LENDER.  GUARANTOR’S CONSENT AND
AGREEMENT UNDER THIS SECTION DOES NOT AFFECT LENDER’S RIGHT TO ACCOMPLISH
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST GUARANTOR IN ANY OTHER JURISDICTION OR COURT.  IN THE EVENT GUARANTOR COMMENCES ANY ACTION
IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING
DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS GUARANTY, LENDER
AT ITS OPTION MAY HAVE THE CASE TRANSFERRED TO A STATE OR FEDERAL COURT WITHIN
THE STATE OF MINNESOTA OR, IF A TRANSFER CANNOT BE ACCOMPLISHED UNDER
APPLICABLE LAW, MAY HAVE GUARANTOR’S ACTION DISMISSED WITHOUT PREJUDICE.


 


21.           Waiver
of Jury Trial.  GUARANTOR AND LENDER
EACH AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A
JURY, AND FULLY WAIVES ANY RIGHT TO TRIAL BY JURY TO THE EXTENT THAT ANY SUCH
RIGHT NOW EXISTS OR ARISES AFTER THE DATE OF THIS GUARANTY.  THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY
GIVEN, KNOWINGLY AND VOLUNTARILY, BY GUARANTOR AND LENDER, AND IS INTENDED TO
ENCOMPASS EACH INSTANCE AND EACH ISSUE FOR WHICH THE RIGHT TO TRIAL BY JURY
WOULD OTHERWISE APPLY.  LENDER IS
AUTHORIZED AND DIRECTED TO SUBMIT THIS GUARANTY TO ANY COURT HAVING
JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES TO THIS AGREEMENT AS
CONCLUSIVE EVIDENCE OF THIS WAIVER OF THE RIGHT TO JURY TRIAL.  FURTHER, GUARANTOR CERTIFIES THAT NO
REPRESENTATIVE OR AGENT OF LENDER, INCLUDING LENDER’S COUNSEL, HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, TO ANY OF GUARANTOR’S REPRESENTATIVES OR AGENTS,
INCLUDING GUARANTOR’S COUNSEL, THAT LENDER WILL NOT SEEK TO ENFORCE THIS WAIVER
OF RIGHT TO TRIAL BY JURY.


 


22.           Waiver
of Punitive, Consequential, Special or Indirect Damages.  EACH PARTY (THE “WAIVING PARTY”) WAIVES ANY
RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES
FROM THE OTHER PARTY AND THE OTHER PARTY’S AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY THE WAIVING PARTY AGAINST THE
OTHER PARTY AND THE OTHER PARTY’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY.  THIS WAIVER OF THE RIGHT TO SEEK PUNITIVE,
CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES IS KNOWINGLY AND VOLUNTARILY GIVEN
BY THE WAIVING PARTY, AND IS INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE
FOR WHICH THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT
DAMAGES WOULD OTHERWISE APPLY.  EACH
PARTY IS AUTHORIZED AND DIRECTED TO SUBMIT THIS GUARANTY TO ANY COURT HAVING
JURISDICTION OVER THE SUBJECT MATTER AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF
THE RIGHT TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES.


 


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IN WITNESS WHEREOF, Guarantor has executed this Guaranty with the
intent to be legally bound as of the date first above written.


 


	
   

  	
  FLEETWOOD ENTERPRISES, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  3125 Myers Street

  
	
   

  	
   

  	
  Riverside, CA 92503

  
	
   

  	
  Telephone:

  	
  (909) 351-3340

  
	
   

  	
  E.I. No.:

  	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  RESIDENTIAL FUNDING CORPORAITON,

  	
   

  
	
  a Delaware corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
									



 


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