DELEGATED ALL OF ITS REVOLVING CREDIT COMMITMENTS, NO
SUCH ASSIGNMENT AND/OR DELEGATION SHALL BE PERMITTED UNLESS,
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AFTER GIVING EFFECT THERETO, SUCH ASSIGNOR LENDER RETAINS A REVOLVING CREDIT
COMMITMENT IN A MINIMUM AMOUNT OF $10,000,000; PROVIDED, HOWEVER, THAT THE
BORROWERS AND THE AGENT MAY CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH
LENDER IN CONNECTION WITH THE INTEREST SO ASSIGNED TO AN ASSIGNEE UNTIL (I)
WRITTEN NOTICE OF SUCH ASSIGNMENT, TOGETHER WITH PAYMENT INSTRUCTIONS, ADDRESSES
AND RELATED INFORMATION WITH RESPECT TO THE ASSIGNEE, SHALL HAVE BEEN GIVEN TO
THE BORROWERS AND THE AGENT BY SUCH LENDER AND THE ASSIGNEE; (II) SUCH LENDER
AND ITS ASSIGNEE SHALL HAVE DELIVERED TO THE BORROWERS AND THE AGENT AN
ASSIGNMENT AND ACCEPTANCE IN THE FORM OF EXHIBIT F ("ASSIGNMENT AND ACCEPTANCE")
TOGETHER WITH ANY NOTE OR NOTES SUBJECT TO SUCH ASSIGNMENT AND (III) THE
ASSIGNOR LENDER OR ASSIGNEE HAS PAID TO THE AGENT A PROCESSING FEE IN THE AMOUNT
OF $3,500.
THE BORROWERS AGREE TO PROMPTLY EXECUTE AND DELIVER NEW PROMISSORY
NOTES AND REPLACEMENT PROMISSORY NOTES AS REASONABLY REQUESTED BY THE AGENT TO
EVIDENCE ASSIGNMENTS OF THE REVOLVING CREDIT COMMITMENTS IN ACCORDANCE HEREWITH.
(B)
FROM AND AFTER THE DATE THAT THE AGENT NOTIFIES THE ASSIGNOR
LENDER THAT IT HAS RECEIVED AN EXECUTED ASSIGNMENT AND ACCEPTANCE AND PAYMENT OF
THE ABOVE-REFERENCED PROCESSING FEE, (I) THE ASSIGNEE THEREUNDER SHALL BE A
PARTY HERETO AND, TO THE EXTENT THAT RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT
LIMITED TO, THE OBLIGATION TO PARTICIPATE IN LETTERS OF CREDIT AND CREDIT
SUPPORT HAVE BEEN ASSIGNED TO IT PURSUANT TO SUCH ASSIGNMENT AND ACCEPTANCE,
SHALL HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THE LOAN DOCUMENTS, AND
(II) THE ASSIGNOR LENDER SHALL, TO THE EXTENT THAT RIGHTS AND OBLIGATIONS
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS HAVE BEEN ASSIGNED BY IT PURSUANT
TO SUCH ASSIGNMENT AND ACCEPTANCE, RELINQUISH ITS RIGHTS AND BE RELEASED FROM
ITS OBLIGATIONS UNDER THIS AGREEMENT (AND IN THE CASE OF AN ASSIGNMENT AND
ACCEPTANCE COVERING ALL OR THE REMAINING PORTION OF AN ASSIGNING LENDER'S RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT, SUCH LENDER SHALL CEASE TO BE A PARTY
HERETO).
(C)
BY EXECUTING AND DELIVERING AN ASSIGNMENT AND ACCEPTANCE, THE
ASSIGNING LENDER THEREUNDER AND THE ASSIGNEE THEREUNDER CONFIRM TO AND AGREE
WITH EACH OTHER AND THE OTHER PARTIES HERETO AS FOLLOWS:
(I) OTHER THAN AS
PROVIDED IN SUCH ASSIGNMENT AND ACCEPTANCE, SUCH ASSIGNING LENDER MAKES NO
REPRESENTATION OR WARRANTY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO ANY
STATEMENTS, WARRANTIES OR REPRESENTATIONS MADE IN OR IN CONNECTION WITH THIS
AGREEMENT OR THE EXECUTION, LEGALITY, VALIDITY, ENFORCEABILITY, GENUINENESS,
SUFFICIENCY OR VALUE OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT FURNISHED
PURSUANT HERETO OR THE ATTACHMENT, PERFECTION, OR PRIORITY OF ANY LIEN GRANTED
BY ANY LOAN PARTY TO THE AGENT OR ANY LENDER IN THE COLLATERAL; (II) SUCH
ASSIGNING LENDER MAKES NO REPRESENTATION OR WARRANTY AND ASSUMES NO
RESPONSIBILITY WITH RESPECT TO THE FINANCIAL CONDITION OF FLEETWOOD OR ANY OF
ITS SUBSIDIARIES OR THE PERFORMANCE OR OBSERVANCE BY ANY LOAN