SECTION 7.13(D) (AND IRREGARDLESS OF WHETHER SUCH DEBT APPEARS ON
SCHEDULE 6.9 HERETO), SUCH CONTINUING DEBT OTHERWISE COMPLIES WITH THE TERMS AND
CONDITIONS OF SECTION 7.13(D) AND MEETS THE REQUIREMENTS OF ANY OF THE DEFINED
TERMS IN SUCH SECTIONS.
(G)
DEBT OF ANY BORROWER TO ANOTHER BORROWER
EVIDENCED BY A MASTER INTERCOMPANY NOTE PLEDGED TO THE AGENT;
(H)
DEBT OF FLEETWOOD TO ANY BORROWER PROVIDED,
THAT (I) ON THE DATE OF THE ADVANCE OF THE PROCEEDS OF SUCH DEBT, SUCH BORROWER
WOULD BE PERMITTED TO MAKE A DISTRIBUTION PURSUANT TO SECTION 7.10(A)(II) OR
(III); AND (II) SUCH DEBT IS EVIDENCED BY A PROMISSORY NOTE PLEDGED TO THE
AGENT;
(I)
DEBT INCURRED IN CONNECTION WITH THE
REJECTION OF LEASES AND EXECUTORY CONTRACTS IN THE CHAPTER 11 CASES; PROVIDED
THAT THE OBLIGATIONS OF THE BORROWERS WITH RESPECT TO SUCH DEBT SHALL BE DEEMED
BY AN ORDER OF THE BANKRUPTCY COURT TO BE A GENERAL, UNSECURED, NON-PRIORITY
CLAIM IN ANY OF THE CHAPTER 11 CASES;
(J)
DEBT THAT CONSTITUTES DEBT SOLELY UNDER
CLAUSE (B) OF THE DEFINITION THEREOF FOR SO LONG AS THE SAME REMAINS SECURED BY
A LIEN PERMITTED UNDER CLAUSE (C), CLAUSE (D) OR CLAUSE (R) OF THE DEFINITION OF
"PERMITTED LIENS";
(K)
[RESERVED];
(L)
DEBT OF ANY EXCLUDED SUBSIDIARY TO
ANOTHER EXCLUDED SUBSIDIARY;
(M)
DEBT OF A BORROWER TO FLEETWOOD OR ANY
SUBSIDIARY (OTHER THAN A BORROWER OR AN EXCLUDED SUBSIDIARY) THAT IS EVIDENCED
BY A MASTER INTERCOMPANY NOTE PLEDGED TO THE AGENT, AND SUBORDINATED TO THE
PAYMENT IN FULL OF THE OBLIGATIONS ON TERMS SATISFACTORY TO THE REQUIRED
LENDERS;
(N)
[RESERVED];
(O)
GUARANTIES PERMITTED BY SECTION 7.12 AND ANY
DEBT ARISING UPON SUCH CONTINGENT OBLIGATIONS BECOMING ABSOLUTE AND MATURED,
PROVIDED THAT EXCEPT FOR THE CARVE-OUT, NO GUARANTIES UNDER THIS
SECTION 7.13(O) SHALL BE PERMITTED TO HAVE AN ADMINISTRATIVE EXPENSE CLAIM
STATUS UNDER THE BANKRUPTCY CODE SENIOR TO OR PARI PASSU WITH THE SUPER-PRIORITY
ADMINISTRATIVE EXPENSE CLAIMS OF THE AGENT AND THE LENDERS AS SET FORTH HEREIN
AND IN THE INTERIM ORDER AND FINAL ORDER;
58
(P)
[RESERVED];
(Q)
OBLIGATIONS UNDER HEDGE AGREEMENTS WITH ANY
LENDER;
(R)
DEBT ARISING FROM RIGHTS OF INDEMNITY OR
CONTRIBUTION WITH RESPECT TO PAYMENTS UNDER THE LOAN DOCUMENTS;
(S)
THE 2008 MORTGAGE DEBT;
(T)
DEBT OF FLEETWOOD THE PROCEEDS OF WHICH
ARE APPLIED SOLELY FOR THE PURPOSE OF PAYING BENEFITS TO EMPLOYEES OR FORMER
EMPLOYEES WHO ARE PARTICIPANTS IN NON-QUALIFIED BENEFIT PLANS OF FLEETWOOD AND
ITS SUBSIDIARIES WHICH ARE SUPPORTED BY THE COLI POLICIES; PROVIDED THAT
(X) SUCH DEBT IS SECURED SOLELY BY LIENS WHICH ATTACH ONLY TO THE COLI POLICIES;
AND (Y) THE FLEXIBILITY CONDITIONS ARE SATISFIED AS OF THE DATE OF AND BOTH
BEFORE AND IMMEDIATELY AFTER GIVING EFFECT TO THE INCURRENCE OF SUCH DEBT;
(U)
[RESERVED]; AND
(V)
OTHER DEBT (WHICH MAY BE UNSECURED DEBT OR
DEBT SECURED BY A LIEN PERMITTED UNDER CLAUSE (I) OF THE DEFINITION OF
"PERMITTED LIENS") NOT TO EXCEED THREE MILLION DOLLARS ($3,000,000) IN THE
AGGREGATE FOR ALL LOAN PARTIES.
7.14
Prepayment; Repayment.
Except pursuant to