GAAP IN CONNECTION THEREWITH (THE
"NET PROCEEDS"), BUT WITHOUT REDUCTION OF THE REVOLVING CREDIT COMMITMENTS.
(D)
FOLLOWING THE SALE OF ANY MORTGAGED PROPERTY OR AT ANY OTHER TIME,
IN THE EVENT THAT THE MAXIMUM AMOUNT OF DEBT THAT MAY BE INCURRED HEREUNDER FROM
TIME TO TIME THAT IS PERMITTED BY THE 2008 SENIOR SECURED DEBENTURES (WITHOUT
REGARD TO THAT PORTION OF ANY MAXIMUM AMOUNT CALCULATED BY REFERENCE TO THE
BORROWING BASE AND WITHOUT REGARD TO ANY SEPARATE "CARVE-OUTS" OR "CAPS" ON
OBLIGATIONS UNDER BANK PRODUCTS OR HEDGE AGREEMENTS SET FORTH THEREIN) IS
REDUCED IN ACCORDANCE WITH THE TERMS OF THE 2008 SENIOR SECURED DEBENTURES AND,
THEREAFTER, SUCH MAXIMUM AMOUNT DOES NOT EXCEED THE MAXIMUM AMOUNT BY SEVEN
MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000) (THE AMOUNT OF SUCH
DEFICIENCY, THE "SENIOR CAP DEFICIENCY AMOUNT"), THE BORROWERS SHALL IMMEDIATELY
REPAY THE REVOLVING LOANS (AND THE MAXIMUM AMOUNT SHALL BE PERMANENTLY REDUCED)
IN AN AMOUNT EQUAL TO THE SENIOR CAP DEFICIENCY AMOUNT.
22
(E)
IN ADDITION TO THE REQUIREMENTS OF SECTIONS 3.4(B) AND
3.4(C) ABOVE, IN THE EVENT THAT ALL OR SUBSTANTIALLY ALL OF EITHER THE
MANUFACTURED HOMES DIVISION OR THE MOTOR HOMES DIVISION (BUT NOT, FOR THE
AVOIDANCE OF DOUBT, THE FLEETWOOD TRAVEL TRAILERS DIVISION) IS DISPOSED OF,
THEN, IMMEDIATELY UPON RECEIPT BY ANY LOAN PARTY OF PROCEEDS OF ANY SUCH
DISPOSITION, (A) THE MAXIMUM AMOUNT SHALL BE PERMANENTLY REDUCED BY AN AMOUNT
EQUAL TO (I) THE AGGREGATE AMOUNT ATTRIBUTED TO THE ELIGIBLE ACCOUNTS, ELIGIBLE
INVENTORY AND REAL ESTATE SUBFACILITY ASSETS INCLUDED IN THE CALCULATION OF THE
BORROWING BASE AT THE TIME OF SUCH SALE WHICH WERE DISPOSED OF IN CONNECTION
WITH SUCH DISPOSITION LESS (II) THE FACE AMOUNT OF ALL LETTERS OF CREDIT
MANDATED BY A STATE WITH RESPECT TO SUCH DIVISION'S WORKERS' COMPENSATION SELF
INSURANCE PROGRAMS WHICH REMAIN OUTSTANDING AS OBLIGATIONS OF THE REMAINING LOAN
PARTIES UNDER THIS CREDIT AGREEMENT AFTER GIVING EFFECT TO SUCH DISPOSITION, BUT
ONLY IF AND FOR SO LONG AS SUCH LETTERS OF CREDIT REMAIN OUTSTANDING AND ARE
CASH COLLATERALIZED WITH THE PROCEEDS OF SUCH DISPOSITION IN AN AMOUNT EQUAL TO
ONE HUNDRED FIVE PERCENT (105%) OF THE UNDRAWN FACE AMOUNT THEREOF (IT BEING
UNDERSTOOD AND AGREED THAT THE MAXIMUM AMOUNT WILL BE FURTHER REDUCED FROM TIME
TO TIME TO EXTENT SUCH LETTERS OF CREDIT NO LONGER REMAIN OUTSTANDING OR ARE NO
LONGER SO CASH COLLATERALIZED), AND (B) THE UNUSED LETTER OF CREDIT SUBFACILITY
SHALL BE PERMANENTLY REDUCED BY ANY AMOUNT EQUAL TO THE AGGREGATE FACE AMOUNT OF
LETTERS OF CREDIT THAT NO LONGER REMAIN OUTSTANDING UNDER THIS CREDIT AGREEMENT
AFTER GIVING EFFECT TO SUCH DISPOSITION.
(F)
NO PROVISION CONTAINED IN THIS SECTION 3.4 SHALL CONSTITUTE A
CONSENT TO AN ASSET DISPOSITION THAT IS OTHERWISE NOT PERMITTED BY THE TERMS OF
THIS AGREEMENT.
3.5
[RESERVED].
3.6
Payments by the Borrowers.
(A)
ALL PAYMENTS TO BE MADE BY THE BORROWERS SHALL BE MADE WITHOUT
SET-OFF, RECOUPMENT OR COUNTERCLAIM.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, ALL PAYMENTS BY THE BORROWERS SHALL BE MADE TO THE AGENT FOR