APRIL MILITARY HOUSING PAYMENT ON OR
PRIOR TO THE MILITARY PAYMENT REVISED DATE, AND THE ADDITION OF ANY SUPPLEMENT
THAT SOLELY ADDS AN ADDITIONAL ONE OR MORE MEASUREMENT PERIODS TO THE APPROVED
BUDGET IN EFFECT PRIOR TO THE EFFECTIVENESS OF THIS WAIVER AND AMENDMENT, NO
AMENDMENTS, SUPPLEMENTS OR REPLACEMENTS OR OTHER CHANGES WERE MADE TO THE
APPROVED BUDGET COMPARED TO THAT WHICH WAS IN EFFECT IMMEDIATELY PRIOR TO THE
EFFECTIVENESS OF THIS WAIVER AND AMENDMENT.
5.
CONDITIONS TO EFFECTIVENESS OF THIS WAIVER AND AMENDMENT.
THIS WAIVER
AND AMENDMENT, AND THE CONSENTS AND APPROVALS CONTAINED HEREIN, SHALL BE
EFFECTIVE ONLY IF AND WHEN SIGNED BY, AND WHEN COUNTERPARTS HEREOF SHALL HAVE
BEEN DELIVERED TO THE AGENT (BY HAND DELIVERY, MAIL OR TELECOPY) BY, FLEETWOOD,
THE BORROWERS, THE AGENT AND EACH REQUIRED LENDER (OR WITH RESPECT TO THE
AMENDMENT IN SECTION 3.3, EACH LENDER) AND ONLY IF AND WHEN EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED:
5.1
CONSENT OF GUARANTORS.
EACH OF THE GUARANTORS SHALL HAVE EXECUTED AND
DELIVERED TO THE AGENT THE CONSENT.
5.2
NO DEFAULT OR EVENT OF DEFAULT; ACCURACY OF REPRESENTATIONS AND
WARRANTIES.
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST AND EACH OF THE
REPRESENTATIONS AND WARRANTIES MADE BY THE LOAN PARTIES HEREIN AND IN OR
PURSUANT TO THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS IF MADE ON AND AS OF THE DATE ON WHICH THIS WAIVER AND AMENDMENT
BECOMES EFFECTIVE (EXCEPT THAT ANY SUCH REPRESENTATION OR WARRANTY THAT IS
EXPRESSLY STATED AS BEING MADE ONLY AS OF A SPECIFIED EARLIER DATE SHALL BE TRUE
AND CORRECT AS OF SUCH EARLIER DATE), AND THE BORROWERS SHALL HAVE DELIVERED TO
THE AGENT A CERTIFICATE CONFIRMING SUCH MATTERS.
6.
EFFECTIVE DATE.
THIS WAIVER AND AMENDMENT SHALL BECOME EFFECTIVE (THE
"EFFECTIVE DATE") ON THE DATE OF THE SATISFACTION OF THE CONDITIONS SET FORTH IN
SECTION 5; PROVIDED THAT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE
AMENDMENT SET FORTH IN SECTION 3.3 SHALL ONLY BE EFFECTIVE ON THE DATE WHEN THE
AGENT HAS RECEIVED COUNTERPARTS OF THIS WAIVER AND AMENDMENT FROM ALL LENDERS.
7.
EFFECT OF WAIVER AND AMENDMENT; RATIFICATION.
THIS WAIVER AND AMENDMENT
IS A LOAN DOCUMENT.
FROM AND AFTER THE DATE ON WHICH THIS WAIVER AND AMENDMENT
BECOMES EFFECTIVE, ALL REFERENCES IN THE LOAN DOCUMENTS TO THE CREDIT AGREEMENT
SHALL MEAN THE CREDIT AGREEMENT AS AMENDED HEREBY.
EXCEPT AS EXPRESSLY 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.
8.
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.
5
9.
APPLICABLE LAW.
THE VALIDITY, INTERPRETATIONS AND ENFORCEMENT OF THIS
WAIVER AND AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS
WAIVER AND AMENDMENT, WHETHER SOUNDING IN