OR MADE BY THE PROPER PERSON OR PERSONS, AND UPON ADVICE AND STATEMENTS OF
LEGAL COUNSEL (INCLUDING COUNSEL TO THE BORROWERS), INDEPENDENT ACCOUNTANTS AND
OTHER EXPERTS SELECTED BY THE AGENT. THE AGENT SHALL BE FULLY JUSTIFIED IN
FAILING OR REFUSING TO TAKE ANY ACTION UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT UNLESS IT SHALL FIRST RECEIVE SUCH ADVICE OR CONCURRENCE OF THE
MAJORITY LENDERS AS IT DEEMS APPROPRIATE AND, IF IT SO REQUESTS, IT SHALL FIRST
BE INDEMNIFIED TO ITS SATISFACTION BY THE LENDERS AGAINST ANY AND ALL LIABILITY
AND EXPENSE WHICH MAY BE INCURRED BY IT BY REASON OF TAKING OR CONTINUING TO
TAKE ANY SUCH ACTION.
THE AGENT SHALL IN ALL CASES BE FULLY PROTECTED IN
ACTING, OR IN REFRAINING FROM ACTING, UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ACCORDANCE WITH A REQUEST OR CONSENT OF THE MAJORITY LENDERS (OR ALL
LENDERS IF SO REQUIRED BY SECTION 11.1) AND SUCH REQUEST AND ANY ACTION TAKEN OR
FAILURE TO ACT PURSUANT THERETO SHALL BE BINDING UPON ALL OF THE LENDERS.
12.5
NOTICE OF DEFAULT.
THE AGENT SHALL NOT BE DEEMED
TO HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT, UNLESS THE AGENT SHALL HAVE RECEIVED WRITTEN NOTICE FROM A LENDER OR
THE BORROWERS REFERRING TO THIS AGREEMENT, DESCRIBING SUCH DEFAULT OR EVENT OF
DEFAULT AND STATING THAT SUCH NOTICE IS A "NOTICE OF DEFAULT."
THE AGENT WILL
NOTIFY THE LENDERS OF ITS RECEIPT OF ANY SUCH NOTICE.
THE AGENT SHALL TAKE SUCH
ACTION WITH RESPECT TO SUCH DEFAULT OR EVENT OF DEFAULT AS MAY BE REQUESTED BY
THE MAJORITY LENDERS IN ACCORDANCE WITH SECTION 9; PROVIDED, HOWEVER, THAT
UNLESS AND UNTIL THE AGENT HAS RECEIVED ANY SUCH REQUEST, THE AGENT MAY (BUT
SHALL NOT BE OBLIGATED TO) TAKE SUCH ACTION, OR REFRAIN FROM TAKING SUCH ACTION,
WITH RESPECT TO SUCH DEFAULT OR EVENT OF DEFAULT AS IT SHALL DEEM ADVISABLE.
12.6
CREDIT DECISION.
EACH LENDER ACKNOWLEDGES THAT
NONE OF THE AGENT-RELATED PERSONS HAS MADE ANY REPRESENTATION OR WARRANTY TO IT,
AND THAT NO ACT BY THE AGENT HEREINAFTER TAKEN, INCLUDING ANY REVIEW OF THE
AFFAIRS OF FLEETWOOD, ITS SUBSIDIARIES AND ITS AFFILIATES, SHALL BE DEEMED TO
CONSTITUTE ANY REPRESENTATION OR WARRANTY BY ANY AGENT-RELATED PERSON TO ANY
LENDER.
EACH LENDER REPRESENTS TO THE AGENT THAT IT HAS, INDEPENDENTLY AND
WITHOUT RELIANCE UPON ANY AGENT-RELATED PERSON AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN APPRAISAL OF AND
INVESTIGATION INTO THE BUSINESS, PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL AND
OTHER CONDITION AND CREDITWORTHINESS OF FLEETWOOD, ITS SUBSIDIARIES AND ITS
AFFILIATES, AND ALL APPLICABLE BANK REGULATORY LAWS RELATING TO THE TRANSACTIONS
CONTEMPLATED HEREBY, AND MADE ITS OWN DECISION TO ENTER INTO THIS AGREEMENT AND
TO
81
EXTEND CREDIT TO THE BORROWERS.
EACH LENDER ALSO REPRESENTS THAT IT WILL,
INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY AGENT-RELATED PERSON AND BASED ON
SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME,
CONTINUE TO MAKE ITS OWN CREDIT