ANY ACCOUNT
SUBJECT TO THE AGENT'S CONTROL INTO SUCH OTHER ACCOUNT OF FLEETWOOD OR ITS
SUBSIDIARIES AS FLEETWOOD MAY DIRECT ANY (I) CASH CONSTITUTING BORROWING BASE
CASH COLLATERAL AND (II) ANY CASH THAT HAS BEEN DEPOSITED WITH THE AGENT TO BE
HELD AS CASH COLLATERAL FOR LETTER OF CREDIT OBLIGATIONS IN ACCORDANCE WITH
CLAUSE "FIFTH" OF SECTION 3.8 (INCLUDING, WITHOUT LIMITATION, ANY SUCH CASH SO
DEPOSITED AFTER BEING PAID BY FMC TO THE AGENT PURSUANT TO THE SECOND SENTENCE
OF SECTION 3.1 TO CASH COLLATERALIZE AGGREGATE REVOLVER OUTSTANDINGS
CONSTITUTING THE UNDRAWN FACE AMOUNT OF OUTSTANDING LETTERS OF CREDIT IN AMOUNT
EQUAL TO ONE HUNDRED FIVE PERCENT (105%) OF SUCH UNDRAWN FACE AMOUNT) OR
OTHERWISE; PROVIDED THAT IMMEDIATELY UPON SUCH RELEASE THE AGGREGATE REVOLVER
OUTSTANDINGS SHALL NOT EXCEED THE LESSER OF THE BORROWING BASE OR THE MAXIMUM
AMOUNT AND BOTH IMMEDIATELY PRIOR TO AND IMMEDIATELY FOLLOWING SUCH RELEASE NO
DEFAULT OR EVENT OF DEFAULT SHALL EXIST AND BE CONTINUING.
12.12
Restrictions on Actions by Lenders; Sharing of
Payments.
(A)
EACH OF THE LENDERS AGREES THAT IT SHALL NOT,
WITHOUT THE EXPRESS CONSENT OF ALL LENDERS, AND THAT IT SHALL, TO THE EXTENT IT
IS LAWFULLY ENTITLED TO DO SO,
90
UPON THE REQUEST OF ALL LENDERS (NOTWITHSTANDING THE PROVISIONS OF SECTION 362
OR THE BANKRUPTCY CODE, WITHOUT ANY APPLICATION, MOTION OR NOTICE TO, HEARING
BEFORE, OR ORDER FROM, THE BANKRUPTCY COURT BUT UPON FIVE (5) BUSINESS DAYS'
PRIOR WRITTEN NOTICE TO THE BORROWERS), SET OFF AGAINST THE OBLIGATIONS, ANY
AMOUNTS OWING BY SUCH LENDER TO ANY LOAN PARTY OR ANY ACCOUNTS OF ANY LOAN PARTY
NOW OR HEREAFTER MAINTAINED WITH SUCH LENDER.
EACH OF THE LENDERS FURTHER
AGREES THAT IT SHALL NOT, UNLESS SPECIFICALLY REQUESTED TO DO SO BY THE AGENT,
TAKE OR CAUSE TO BE TAKEN ANY ACTION TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT
OR AGAINST ANY LOAN PARTY, INCLUDING THE COMMENCEMENT OF ANY LEGAL OR EQUITABLE
PROCEEDINGS, TO FORECLOSE ANY LIEN ON, OR OTHERWISE ENFORCE ANY SECURITY
INTEREST IN, ANY OF THE COLLATERAL.
(B)
IF AT ANY TIME OR TIMES ANY LENDER SHALL RECEIVE
(I) BY PAYMENT, FORECLOSURE, SETOFF OR OTHERWISE, ANY PROCEEDS OF COLLATERAL OR
ANY PAYMENTS WITH RESPECT TO THE OBLIGATIONS TO SUCH LENDER ARISING UNDER, OR
RELATING TO, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, EXCEPT FOR ANY SUCH
PROCEEDS OR PAYMENTS RECEIVED BY SUCH LENDER FROM THE AGENT PURSUANT TO THE
TERMS OF THIS AGREEMENT, OR (II) PAYMENTS FROM THE AGENT IN EXCESS OF SUCH
LENDER'S PRO RATA SHARE OF ALL SUCH DISTRIBUTIONS BY THE AGENT, SUCH LENDER
SHALL (NOTWITHSTANDING THE PROVISIONS OF SECTION 362 OR THE BANKRUPTCY CODE,
WITHOUT ANY APPLICATION, MOTION OR NOTICE TO, HEARING BEFORE, OR ORDER FROM, THE
BANKRUPTCY COURT) PROMPTLY (1) TURN THE SAME OVER TO THE AGENT, IN KIND, AND
WITH SUCH ENDORSEMENTS AS MAY BE REQUIRED TO NEGOTIATE THE SAME TO THE AGENT, OR
IN SAME DAY FUNDS, AS APPLICABLE, FOR THE ACCOUNT OF ALL OF THE LENDERS AND FOR
APPLICATION TO THE OBLIGATIONS IN ACCORDANCE