SALES, FOR CASH, UPON CREDIT OR
OTHERWISE, AT SUCH PRICES AND UPON SUCH TERMS AS THE AGENT DEEMS ADVISABLE, IN
ITS SOLE DISCRETION, AND MAY, IF THE AGENT DEEMS IT REASONABLE, POSTPONE OR
ADJOURN ANY SALE OF THE COLLATERAL BY AN ANNOUNCEMENT AT THE TIME AND PLACE OF
SALE OR OF SUCH POSTPONED OR ADJOURNED SALE WITHOUT GIVING A NEW NOTICE OF
SALE.
WITHOUT IN ANY WAY REQUIRING NOTICE TO BE GIVEN IN THE FOLLOWING MANNER,
EACH BORROWER AGREES THAT ANY NOTICE BY THE AGENT OF SALE, DISPOSITION OR OTHER
INTENDED ACTION HEREUNDER OR IN CONNECTION HEREWITH, WHETHER REQUIRED BY THE UCC
OR OTHERWISE, SHALL CONSTITUTE REASONABLE NOTICE TO SUCH BORROWER IF SUCH NOTICE
IS DELIVERED PERSONALLY OR BY OVERNIGHT COURIER AGAINST RECEIPT, AT LEAST FIVE
(5) BUSINESS DAYS PRIOR TO SUCH ACTION TO THE BORROWERS' ADDRESS SPECIFIED IN OR
PURSUANT TO SECTION 13.8.
IF ANY COLLATERAL IS SOLD ON TERMS OTHER THAN PAYMENT
IN FULL AT THE TIME OF SALE, NO CREDIT SHALL BE GIVEN AGAINST THE OBLIGATIONS
UNTIL THE AGENT OR THE LENDERS RECEIVE PAYMENT, AND IF THE BUYER DEFAULTS IN
PAYMENT, THE AGENT MAY RESELL THE COLLATERAL WITHOUT FURTHER NOTICE TO THE
BORROWERS.
IN THE EVENT THE AGENT SEEKS TO TAKE POSSESSION OF ALL OR ANY
PORTION OF THE COLLATERAL BY JUDICIAL PROCESS, EACH BORROWER IRREVOCABLY
WAIVES:
(A) THE POSTING OF ANY BOND, SURETY OR SECURITY WITH RESPECT THERETO
WHICH MIGHT OTHERWISE BE REQUIRED; (B) ANY 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
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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