OF ANY OR ALL OF THE COLLATERAL ON TERMS AND
CONDITIONS ACCEPTABLE TO THE AGENT AND THE LENDERS PURSUANT TO SECTIONS 363, 365
AND OTHER APPLICABLE PROVISIONS OF THE BANKRUPTCY CODE (AND, WITHOUT LIMITING
THE FOREGOING, DIRECT ANY LOAN PARTY TO ASSUME AND ASSIGN ANY LEASE OR EXECUTORY
CONTRACT INCLUDED IN THE COLLATERAL TO THE AGENT'S DESIGNEES IN ACCORDANCE WITH
AND SUBJECT TO SECTION 365 OF THE BANKRUPTCY CODE).
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
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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 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.
TO
THE EXTENT THAT ANY OF THE FOREGOING RIGHTS AND REMEDIES WOULD OTHERWISE BE IN
VIOLATION OF THE AUTOMATIC STAY OF SECTION 362 OF THE BANKRUPTCY CODE, SUCH STAY
SHALL BE DEEMED MODIFIED, AS SET FORTH IN THE FINAL ORDER, TO THE EXTENT
NECESSARY TO PERMIT THE AGENT TO EXERCISE SUCH RIGHTS AND REMEDIES.
(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