TO
THE ADMINISTRATIVE AGENT FOR APPLICATION TO THE OBLIGATIONS ON A DAILY BASIS, OR
ON SUCH OTHER BASIS AS THE ADMINISTRATIVE AGENT AGREES, AND, (B) BLOCKED ACCOUNT
AGREEMENTS SATISFACTORY TO THE ADMINISTRATIVE AGENT IN RESPECT OF ACCOUNTS OVER
WHICH THE ADMINISTRATIVE AGENT SHALL HAVE CONTROL (WITHIN THE MEANING OF THE
UCC).
7.26
CONTRIBUTION OF MANAGEMENT FEES.
ON THE DATE OF
RECEIPT BY FLEETWOOD OF ANY MANAGEMENT FEES FROM ANY OF ITS SUBSIDIARIES,
FLEETWOOD SHALL MAKE A CAPITAL CONTRIBUTION TO FMC IN THE AMOUNT OF SUCH
MANAGEMENT FEES SO RECEIVED LESS THE AMOUNT ON SUCH DAY OF DISTRIBUTIONS BY THE
BORROWERS TO FLEETWOOD THAT WOULD BE PERMITTED PURSUANT TO SECTION 7.10(A)(II),
(III), OR (IV).
7.27
USE OF PROCEEDS.
THE BORROWERS SHALL NOT, AND
SHALL NOT SUFFER OR PERMIT ANY OF THEIR SUBSIDIARIES TO, USE ANY PORTION OF THE
LOAN PROCEEDS, DIRECTLY OR INDIRECTLY, (I) TO PURCHASE OR CARRY MARGIN STOCK,
(II) TO REPAY OR OTHERWISE REFINANCE INDEBTEDNESS OF FLEETWOOD OR ANY OF ITS
SUBSIDIARIES OR OTHERS INCURRED TO PURCHASE OR CARRY MARGIN STOCK, (III) TO
EXTEND CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK, OR
(IV) TO ACQUIRE ANY SECURITY IN ANY TRANSACTION THAT IS SUBJECT TO SECTION 13 OR
14 OF THE EXCHANGE ACT.
THE PROCEEDS OF THE REVOLVING LOANS SHALL NOT BE USED
TO PAY THE TERM LOAN OBLIGATIONS UNLESS (X) FOR PAYMENTS OF THE TERM LOAN
OBLIGATIONS UNDER SECTION 3.3(A)(I), NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, AND (Y) FOR PAYMENTS OF TERM LOAN OBLIGATIONS UNDER
SECTION 3.3(A)(II), (A) NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND
(B) A MINIMUM LIQUIDITY EVENT, AS OF THE DATE OF SUCH PREPAYMENT SHALL NOT HAVE
OCCURRED, AFTER GIVING EFFECT TO SUCH PREPAYMENT.
7.28
FURTHER ASSURANCES; MORTGAGES.
(A)
FLEETWOOD SHALL, AND SHALL CAUSE EACH OF
ITS SUBSIDIARIES TO, EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED,
TO THE AGENT AND/OR THE LENDERS SUCH DOCUMENTS AND AGREEMENTS, AND SHALL TAKE OR
CAUSE TO BE TAKEN SUCH
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ACTIONS, AS THE AGENT OR ANY LENDER MAY, FROM TIME TO TIME, REASONABLY REQUEST
TO CARRY OUT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(B)
[RESERVED].
(C)
IF FLEETWOOD FORMS ANY NEW SUBSIDIARY THAT
IS NOT AN EXCLUDED SUBSIDIARY OR IF ANY INACTIVE SUBSIDIARY BECOMES AN ACTIVE
SUBSIDIARY WHICH OWNS ASSETS IN EXCESS OF $250,000 OR HAS REVENUES IN EXCESS OF
$1,000,000 IN ANY FISCAL YEAR, THE BORROWERS SHALL CAUSE SUCH SUBSIDIARY TO
EITHER BECOME AN FMC BORROWER OR FRC BORROWER HEREUNDER BY DELIVERING A
COUNTERPART TO THIS AGREEMENT AND TO EACH OTHER LOAN DOCUMENT TO WHICH AN FMC
BORROWER OR AN FRC BORROWER, AS THE CASE MAY BE, IS A PARTY OR BECOME A
GUARANTOR BY DELIVERING A COUNTERPART TO THE SUBSIDIARY GUARANTY AND TO EACH
OTHER LOAN DOCUMENT TO WHICH A GUARANTOR WHICH IS A SUBSIDIARY IS A PARTY,
TOGETHER WITH SUCH EVIDENCES OF AUTHORITY, OPINIONS AND OTHER DOCUMENTS AND
INSTRUMENTS AS THE AGENT MAY REASONABLY REQUEST; PROVIDED THAT