TO FLEETWOOD AND ITS
SUBSIDIARIES OTHER THAN THE MATERIAL CONTRACTS.
6.27
BANK ACCOUNTS.
SCHEDULE 6.27 TO THE EXISTING
CREDIT AGREEMENT, AS AMENDED PRIOR TO THE CLOSING DATE, CONTAINS A COMPLETE AND
ACCURATE LIST OF ALL BANK ACCOUNTS MAINTAINED BY ANY LOAN PARTY WITH ANY BANK OR
OTHER FINANCIAL INSTITUTION.
46
6.28
GOVERNMENTAL AUTHORIZATION.
NO APPROVAL,
CONSENT, EXEMPTION, AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE TO, OR FILING
WITH, ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON IS NECESSARY OR REQUIRED IN
CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT
AGAINST, FLEETWOOD OR ANY OF ITS SUBSIDIARIES OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT.
6.29
SENIOR INDEBTEDNESS.
ALL OBLIGATIONS OF
FLEETWOOD UNDER THE LOAN DOCUMENTS ARE "SENIOR INDEBTEDNESS" UNDER THE 2003
SUBORDINATED DEBENTURES.
ALL OBLIGATIONS OF FLEETWOOD UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO THE EXTENT SUCH OBLIGATIONS ARE (A) LIABILITIES OF
FLEETWOOD FOR BORROWED MONEY OR UNDER ANY REIMBURSEMENT OBLIGATION RELATING TO A
LETTER OF CREDIT, SURETY BOND OR SIMILAR INSTRUMENT, OR (B) LIABILITIES OF
FLEETWOOD EVIDENCED BY A BOND, NOTE, DEBENTURE OR SIMILAR INSTRUMENT, OR
(C) LIABILITIES OF OTHERS DESCRIBED IN THE PRECEDING CLAUSES (A) AND (B) THAT
FLEETWOOD HAS GUARANTEED OR THAT ARE OTHERWISE ITS LEGAL LIABILITY, OR
(D) DEFERRALS RENEWALS, EXTENSIONS OR REFUNDINGS OF ANY LIABILITY OF THE TYPES
REFERRED TO IN CLAUSES (A), (B) AND (C) ABOVE, ARE "SENIOR INDEBTEDNESS" UNDER
THE SUBORDINATED DEBENTURES, THE NEW SUBORDINATED DEBENTURES AND FLEETWOOD'S
GUARANTY OF THE TRUST SECURITIES.
ARTICLE 7
AFFIRMATIVE AND NEGATIVE COVENANTS
Fleetwood and the Borrowers covenant to the Agent and each Lender that so long
as any of the Obligations remain outstanding or this Agreement is in effect:
7.1
TAXES AND OTHER OBLIGATIONS.
FLEETWOOD
SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, (A) FILE WHEN DUE (SUBJECT
TO ANY EXTENSIONS THEREOF) ALL TAX RETURNS AND OTHER REPORTS WHICH IT IS
REQUIRED TO FILE; (B) PAY, OR PROVIDE FOR THE PAYMENT, WHEN DUE (SUBJECT TO
PERMITTED EXTENSIONS), OF ALL MATERIAL TAXES, FEES, ASSESSMENTS AND OTHER
GOVERNMENTAL CHARGES AGAINST IT OR UPON ITS PROPERTY, INCOME AND FRANCHISES,
MAKE ALL REQUIRED WITHHOLDING AND OTHER TAX DEPOSITS, AND ESTABLISH ADEQUATE
RESERVES FOR THE PAYMENT OF ALL SUCH ITEMS, AND PROVIDE TO THE AGENT AND THE
LENDERS, UPON REQUEST, SATISFACTORY EVIDENCE OF ITS TIMELY COMPLIANCE WITH THE
FOREGOING; AND (C) PAY WHEN DUE ALL DEBT OWED BY IT AND ALL CLAIMS OF
MATERIALMEN, MECHANICS, CARRIERS, WAREHOUSEMEN, LANDLORDS, PROCESSORS AND OTHER
LIKE PERSONS, AND ALL OTHER INDEBTEDNESS OWED BY IT IF FAILURE TO PAY SUCH DEBT
OR SUCH CLAIMS WOULD OTHERWISE RESULT IN AN EVENT OF DEFAULT AND PERFORM AND
DISCHARGE IN A TIMELY MANNER ALL OTHER OBLIGATIONS UNDERTAKEN BY IT; PROVIDED,
HOWEVER, SO LONG AS FLEETWOOD HAS NOTIFIED THE AGENT IN WRITING, NEITHER
FLEETWOOD NOR ANY OF ITS SUBSIDIARIES NEED PAY ANY AMOUNT PURSUANT TO CLAUSES
(B) OR (C) ABOVE (I) IT IS CONTESTING IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
DILIGENTLY PURSUED, (II) AS TO WHICH FLEETWOOD OR ITS SUBSIDIARY, AS THE CASE
MAY BE, HAS