AS OF SUCH EARLIER DATE), AND THE BORROWERS SHALL HAVE DELIVERED TO THE
AGENT A CERTIFICATE CONFIRMING SUCH MATTERS.
4.3
FEES.
THE BORROWERS SHALL HAVE PAID TO THE
AGENT FOR THE PRO RATA ACCOUNT OF ALL LENDERS (OTHER THAN TERMINATING LENDERS)
AN AMENDMENT FEE EQUAL TO THREE-EIGHTHS OF ONE PERCENT (0.375%) TIMES THE
AGGREGATE COMMITMENTS OF ALL LENDERS AS OF THE FIFTH AMENDMENT EFFECTIVE DATE,
AFTER GIVING EFFECT TO THE FIFTH AMENDMENT.
4.4
PAYMENT TO TERMINATING LENDERS.
THE
BORROWERS SHALL HAVE PAID TO EACH TERMINATING LENDER AN AMOUNT EQUAL TO THE
PRINCIPAL BALANCE OF THE LOANS OF SUCH TERMINATING LENDER PLUS ALL ACCRUED
INTEREST AND FEES ON THE COMMITMENTS AND LOANS OF SUCH TERMINATING LENDER
THROUGH THE FIFTH AMENDMENT EFFECTIVE DATE.
4.5
OTHER DOCUMENTS.
THE AGENT SHALL HAVE
RECEIVED SUCH DOCUMENTS AS THE AGENT MAY REASONABLY REQUEST IN CONNECTION WITH
THIS AMENDMENT.
5.
EFFECTIVE DATE.
THIS AMENDMENT SHALL
BECOME EFFECTIVE ON THE DATE OF THE SATISFACTION OF THE CONDITIONS SET FORTH IN
SECTION 4, AND EACH OF THE LENDERS SIGNATORY HERETO HEREBY WAIVES ANY DEFAULT OR
EVENT OF DEFAULT THAT MAY HAVE ARISEN PRIOR TO THE DATE OF THE AMENDMENT, BUT
THAT WOULD NOT BE A DEFAULT OR EVENT OF DEFAULT AFTER GIVING EFFECT TO THIS
AMENDMENT.
13
6.
EFFECT OF AMENDMENT; RATIFICATION.
THIS AMENDMENT IS A LOAN DOCUMENT.
FROM AND AFTER THE DATE ON WHICH THIS
AMENDMENT BECOMES EFFECTIVE, ALL REFERENCES IN THE LOAN DOCUMENTS TO THE CREDIT
AGREEMENT SHALL MEAN THE CREDIT AGREEMENT AS AMENDED HEREBY.
EXCEPT AS
EXPRESSLY AMENDED HEREBY OR WAIVED HEREIN, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS, INCLUDING THE LIENS GRANTED THEREUNDER, SHALL REMAIN IN FULL
FORCE AND EFFECT, AND ALL TERMS AND PROVISIONS THEREOF ARE HEREBY RATIFIED AND
CONFIRMED.
EACH OF FLEETWOOD AND THE BORROWERS CONFIRMS THAT AS AMENDED HEREBY,
EACH OF THE LOAN DOCUMENTS IS IN FULL FORCE AND EFFECT, AND THAT NONE OF THE
CREDIT PARTIES HAS ANY DEFENSES, SETOFFS OR COUNTERCLAIMS TO ITS OBLIGATIONS.
7.
APPLICABLE LAW.
THE VALIDITY,
INTERPRETATIONS AND ENFORCEMENT OF THIS AMENDMENT AND ANY DISPUTE ARISING OUT OF
OR IN CONNECTION WITH THIS AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY
OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS AND DECISIONS OF THE STATE
OF CALIFORNIA; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.
8.
COMPLETE AGREEMENT.
THIS AMENDMENT
SETS FORTH THE COMPLETE AGREEMENT OF THE PARTIES IN RESPECT OF ANY AMENDMENT TO
ANY OF THE PROVISIONS OF ANY LOAN DOCUMENT OR ANY WAIVER THEREOF.
THE
EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT DO NOT CONSTITUTE A
WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT, AMEND OR MODIFY ANY PROVISION OF ANY
LOAN DOCUMENT EXCEPT AS EXPRESSLY SET FORTH HEREIN OR CONSTITUTE A COURSE OF
DEALING OR ANY OTHER BASIS FOR ALTERING THE OBLIGATIONS OF ANY LOAN PARTY.
9.
CAPTIONS; COUNTERPARTS.
THE CATCHLINES
AND CAPTIONS HEREIN ARE INTENDED SOLELY FOR CONVENIENCE OF REFERENCE AND SHALL
NOT BE USED TO INTERPRET OR CONSTRUE THE PROVISIONS HEREOF.
THIS AMENDMENT MAY