ASSIGNING LENDER THEREUNDER AND THE ASSIGNEE THEREUNDER
CONFIRM TO AND AGREE WITH EACH OTHER AND THE OTHER PARTIES HERETO AS FOLLOWS:
(I) OTHER THAN AS PROVIDED IN SUCH ASSIGNMENT AND ACCEPTANCE, SUCH ASSIGNING
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 THE EXECUTION, LEGALITY, VALIDITY,
ENFORCEABILITY, GENUINENESS, SUFFICIENCY OR VALUE OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT FURNISHED PURSUANT HERETO OR THE ATTACHMENT, PERFECTION, OR
PRIORITY OF ANY LIEN GRANTED BY ANY LOAN PARTY TO THE AGENT OR ANY LENDER IN THE
COLLATERAL; (II) SUCH ASSIGNING LENDER MAKES NO REPRESENTATION OR WARRANTY AND
ASSUMES NO RESPONSIBILITY WITH RESPECT TO THE FINANCIAL CONDITION OF FLEETWOOD
OR ANY OF ITS SUBSIDIARIES OR THE PERFORMANCE OR OBSERVANCE BY ANY LOAN PARTY OF
ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT FURNISHED
PURSUANT HERETO; (III) SUCH
78
ASSIGNEE CONFIRMS THAT IT HAS RECEIVED A COPY OF THIS AGREEMENT, TOGETHER WITH
SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS
OWN CREDIT ANALYSIS AND DECISION TO ENTER INTO SUCH ASSIGNMENT AND ACCEPTANCE;
(IV) SUCH ASSIGNEE WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT, SUCH
ASSIGNING LENDER OR ANY OTHER 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; (V) SUCH
ASSIGNEE APPOINTS AND AUTHORIZES THE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS
BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT AS ARE DELEGATED TO THE
AGENT BY THE TERMS HEREOF, TOGETHER WITH SUCH POWERS, INCLUDING THE
DISCRETIONARY RIGHTS AND INCIDENTAL POWER, AS ARE REASONABLY INCIDENTAL THERETO;
AND (VI) SUCH ASSIGNEE AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR
TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THIS AGREEMENT ARE REQUIRED
TO BE PERFORMED BY IT AS A LENDER.
(D)
IMMEDIATELY UPON SATISFACTION OF THE
REQUIREMENTS OF SECTION 11.2(A), THIS AGREEMENT SHALL BE DEEMED TO BE AMENDED TO
THE EXTENT, BUT ONLY TO THE EXTENT, NECESSARY TO REFLECT THE ADDITION OF THE
ASSIGNEE AND THE RESULTING ADJUSTMENT OF THE REVOLVING CREDIT COMMITMENTS
ARISING THEREFROM.
THE REVOLVING CREDIT COMMITMENT ALLOCATED TO EACH ASSIGNEE
SHALL REDUCE SUCH REVOLVING CREDIT COMMITMENTS OF THE ASSIGNING LENDER PRO
TANTO.
(E)
ANY LENDER MAY AT ANY TIME SELL TO ONE OR
MORE COMMERCIAL BANKS, FINANCIAL INSTITUTIONS, OR OTHER PERSONS NOT AFFILIATES
OF ANY LOAN PARTY (A "PARTICIPANT") PARTICIPATING INTERESTS IN ANY LOANS, THE
REVOLVING CREDIT COMMITMENT OF THAT LENDER AND THE OTHER INTERESTS OF THAT
LENDER (THE "ORIGINATING LENDER") HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS;
PROVIDED, HOWEVER, THAT (I) THE ORIGINATING LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL REMAIN UNCHANGED, (II) THE ORIGINATING LENDER SHALL REMAIN
SOLELY RESPONSIBLE FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) THE BORROWERS
AND THE AGENT SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH THE ORIGINATING
LENDER IN CONNECTION WITH