OF TRANSACTIONS, INCIDENTS OR CONDITIONS,
OF $5,000,000 OR MORE, AND THE SAME SHALL REMAIN UNSATISFIED, UNVACATED AND
UNSTAYED PENDING APPEAL FOR A PERIOD OF THIRTY (30) DAYS AFTER THE ENTRY
THEREOF;
(L)
ANY LOSS, THEFT, DAMAGE OR DESTRUCTION
OF ANY ITEM OR ITEMS OF COLLATERAL OR OTHER PROPERTY OF FLEETWOOD OR ANY OF ITS
SUBSIDIARIES OCCURS WHICH COULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL
ADVERSE EFFECT AND IS NOT ADEQUATELY COVERED BY INSURANCE;
(M)
THERE IS FILED AGAINST FLEETWOOD OR ANY OF ITS
SUBSIDIARIES ANY ACTION, SUIT OR PROCEEDING UNDER ANY FEDERAL OR STATE
RACKETEERING STATUTE (INCLUDING THE RACKETEER INFLUENCED AND CORRUPT
ORGANIZATION ACT OF 1970), WHICH ACTION, SUIT OR PROCEEDING (I) IS NOT DISMISSED
WITHIN ONE HUNDRED TWENTY (120) DAYS, AND (II) WOULD REASONABLY BE EXPECTED TO
RESULT IN THE CONFISCATION OR FORFEITURE OF ANY MATERIAL PORTION OF THE
COLLATERAL;
(N)
FOR ANY REASON OTHER THAN THE FAILURE OF THE
AGENT TO TAKE ANY ACTION AVAILABLE TO IT TO MAINTAIN PERFECTION OF THE AGENT'S
LIENS PURSUANT TO THE LOAN DOCUMENTS, ANY LOAN DOCUMENT CEASES TO BE IN FULL
FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS OR, EXCEPT FOR ANY LIEN RELEASED
IN ACCORDANCE WITH THE LOAN DOCUMENTS, ANY LIEN WITH RESPECT TO ANY MATERIAL
PORTION OF THE COLLATERAL INTENDED TO BE SECURED THEREBY CEASES TO BE, OR IS
NOT, VALID, PERFECTED AND PRIOR TO ALL OTHER LIENS (OTHER THAN PERMITTED LIENS)
OR IS TERMINATED, REVOKED OR DECLARED VOID;
(O)
AN ERISA EVENT SHALL OCCUR WITH RESPECT TO A
PENSION PLAN OR MULTI-EMPLOYER PLAN WHICH HAS RESULTED OR COULD REASONABLY BE
EXPECTED TO RESULT IN LIABILITY OF FLEETWOOD OR ANY ERISA AFFILIATE UNDER TITLE
IV OF ERISA TO THE PENSION PLAN, MULTI-EMPLOYER PLAN OR THE PBGC IN AN AGGREGATE
AMOUNT IN EXCESS OF $10,000,000; (II) THE AGGREGATE AMOUNT OF UNFUNDED PENSION
LIABILITY AMONG ALL PENSION PLANS AT ANY TIME EXCEEDS $10,000,000; OR
(III) FLEETWOOD OR ANY ERISA AFFILIATE SHALL FAIL TO PAY WHEN DUE, AFTER THE
EXPIRATION OF ANY APPLICABLE GRACE PERIOD, ANY INSTALLMENT PAYMENT WITH RESPECT
TO ITS WITHDRAWAL LIABILITY UNDER SECTION 4201 OF ERISA UNDER A MULTI-EMPLOYER
PLAN IN AN AGGREGATE AMOUNT IN EXCESS OF $10,000,000;
(P)
THERE OCCURS A CHANGE OF CONTROL; OR
(Q)
THERE OCCURS AN EVENT HAVING A MATERIAL
ADVERSE EFFECT.
9.2
REMEDIES.
(A)
IF A DEFAULT OR AN EVENT OF DEFAULT EXISTS,
THE AGENT MAY, IN ITS DISCRETION, AND SHALL, AT THE DIRECTION OF THE MAJORITY
LENDERS, DO ONE OR MORE OF
72
THE FOLLOWING AT ANY TIME OR TIMES AND IN ANY ORDER, WITHOUT NOTICE TO OR DEMAND
ON THE BORROWERS:
(I) REDUCE THE MAXIMUM REVOLVER AMOUNT, OR THE ADVANCE RATES
AGAINST ELIGIBLE ACCOUNTS AND/OR ELIGIBLE INVENTORY AND/OR REAL ESTATE
SUBFACILITY ASSETS USED IN COMPUTING THE BORROWING BASE, OR REDUCE ONE OR MORE
OF THE OTHER ELEMENTS USED IN COMPUTING THE BORROWING BASE; (II) RESTRICT THE
AMOUNT OF OR REFUSE TO MAKE REVOLVING LOANS; AND (III) RESTRICT OR REFUSE TO
PROVIDE LETTERS OF CREDIT OR CREDIT SUPPORT.
IF AN EVENT