(A) THE POSTING OF ANY BOND, SURETY
OR SECURITY WITH RESPECT THERETO WHICH MIGHT OTHERWISE BE REQUIRED; (B) ANY
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DEMAND FOR POSSESSION PRIOR TO THE COMMENCEMENT OF ANY SUIT OR ACTION TO RECOVER
THE COLLATERAL; AND (C) ANY REQUIREMENT THAT THE AGENT RETAIN POSSESSION AND NOT
DISPOSE OF ANY COLLATERAL UNTIL AFTER TRIAL OR FINAL JUDGMENT.
EACH BORROWER
AGREES THAT THE AGENT HAS NO OBLIGATION TO PRESERVE RIGHTS TO THE COLLATERAL OR
MARSHAL ANY COLLATERAL FOR THE BENEFIT OF ANY PERSON.
THE AGENT IS HEREBY
GRANTED A LICENSE OR OTHER RIGHT TO USE, WITHOUT CHARGE, EACH BORROWER'S AND
FLEETWOOD'S LABELS, PATENTS, COPYRIGHTS, NAME, TRADE SECRETS, TRADE NAMES,
TRADEMARKS, AND ADVERTISING MATTER, OR ANY SIMILAR PROPERTY, IN COMPLETING
PRODUCTION OF, ADVERTISING OR SELLING ANY COLLATERAL, AND EACH BORROWER'S AND
FLEETWOOD'S RIGHTS UNDER ALL LICENSES AND ALL FRANCHISE AGREEMENTS SHALL INURE
TO THE AGENT'S BENEFIT FOR SUCH PURPOSE.
THE PROCEEDS OF SALE SHALL BE APPLIED
FIRST TO ALL EXPENSES OF SALE, INCLUDING ATTORNEYS' FEES, AND THEN TO THE
OBLIGATIONS.
THE AGENT WILL RETURN ANY EXCESS TO THE BORROWERS AND THE
BORROWERS SHALL REMAIN LIABLE FOR ANY DEFICIENCY.
(C)
IF AN EVENT OF DEFAULT OCCURS, EACH
BORROWER HEREBY WAIVES TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW ALL
RIGHTS TO NOTICE AND HEARING PRIOR TO THE EXERCISE BY THE AGENT OF THE AGENT'S
RIGHTS TO REPOSSESS THE COLLATERAL WITHOUT JUDICIAL PROCESS OR TO REPLY, ATTACH
OR LEVY UPON THE COLLATERAL WITHOUT NOTICE OR HEARING.
(D)
[RESERVED].
ARTICLE 10
TERM AND TERMINATION
10.1
TERM AND TERMINATION.
THE TERM OF THIS AGREEMENT
SHALL END ON THE STATED TERMINATION DATE UNLESS SOONER TERMINATED IN ACCORDANCE
WITH THE TERMS HEREOF.
THE AGENT UPON DIRECTION FROM THE MAJORITY LENDERS MAY
TERMINATE THIS AGREEMENT WITHOUT NOTICE UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT.
UPON THE EFFECTIVE DATE OF TERMINATION OF THIS AGREEMENT FOR ANY
REASON WHATSOEVER, ALL OBLIGATIONS (INCLUDING ALL UNPAID PRINCIPAL, ACCRUED AND
UNPAID INTEREST AND ANY ACCRUED AND UNPAID FEES) SHALL BECOME IMMEDIATELY DUE
AND PAYABLE AND THE BORROWERS SHALL IMMEDIATELY ARRANGE FOR THE CANCELLATION AND
RETURN OF LETTERS OF CREDIT THEN OUTSTANDING.
NOTWITHSTANDING THE TERMINATION
OF THIS AGREEMENT, UNTIL ALL OBLIGATIONS ARE INDEFEASIBLY PAID AND PERFORMED IN
FULL IN CASH, THE BORROWERS SHALL REMAIN BOUND BY THE TERMS OF THIS AGREEMENT
AND SHALL NOT BE RELIEVED OF ANY OF THEIR OBLIGATIONS HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT, AND THE AGENT AND THE LENDERS SHALL RETAIN ALL THEIR RIGHTS
AND REMEDIES HEREUNDER (INCLUDING THE AGENT'S LIENS IN AND ALL RIGHTS AND
REMEDIES WITH RESPECT TO ALL THEN EXISTING AND AFTER-ARISING COLLATERAL).
ARTICLE 11
AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS
11.1
AMENDMENTS AND WAIVERS.
(A)
NO AMENDMENT OR WAIVER OF ANY PROVISION OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NO CONSENT WITH RESPECT TO ANY
DEPARTURE BY ANY LOAN PARTY THEREFROM, SHALL BE EFFECTIVE UNLESS THE SAME SHALL
BE IN WRITING AND
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SIGNED BY THE MAJORITY LENDERS (OR BY THE AGENT AT THE WRITTEN REQUEST OF THE
MAJORITY LENDERS), FLEETWOOD AND