ESTABLISHED PROPER RESERVES AS REQUIRED UNDER GAAP, AND (III) THE
NONPAYMENT OF WHICH DOES NOT RESULT IN THE IMPOSITION OF A LIEN (OTHER THAN A
PERMITTED LIEN).
7.2
LEGAL EXISTENCE AND GOOD STANDING.
FLEETWOOD SHALL, AND SHALL CAUSE EACH OTHER LOAN PARTY TO, MAINTAIN ITS LEGAL
EXISTENCE (EXCEPT AS PERMITTED BY SECTION 7.9) AND ITS QUALIFICATION AND GOOD
STANDING IN ALL JURISDICTIONS IN WHICH THE FAILURE TO MAINTAIN SUCH EXISTENCE
AND QUALIFICATION OR GOOD STANDING WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
47
7.3
COMPLIANCE WITH LAW AND AGREEMENTS;
MAINTENANCE OF LICENSES.
FLEETWOOD SHALL COMPLY, AND SHALL CAUSE EACH
SUBSIDIARY TO COMPLY, IN ALL MATERIAL RESPECTS WITH ALL REQUIREMENTS OF LAW OF
ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER IT OR ITS BUSINESS
(INCLUDING THE FEDERAL FAIR LABOR STANDARDS ACT AND ALL ENVIRONMENTAL LAWS).
FLEETWOOD SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, OBTAIN AND
MAINTAIN ALL LICENSES, PERMITS, FRANCHISES, AND GOVERNMENTAL AUTHORIZATIONS
NECESSARY TO OWN ITS PROPERTY AND TO CONDUCT ITS BUSINESS AS CONDUCTED ON THE
CLOSING DATE, EXCEPT WHERE THE FAILURE TO OBTAIN OR MAINTAIN SUCH LICENSES,
FRANCHISES AND GOVERNMENTAL AUTHORIZATIONS COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
FLEETWOOD SHALL NOT, AND SHALL NOT PERMIT ANY
OF ITS SUBSIDIARIES TO, MODIFY, AMEND OR ALTER ITS CERTIFICATE OR ARTICLES OF
INCORPORATION, OR ITS LIMITED LIABILITY COMPANY OPERATING AGREEMENT, LIMITED
PARTNERSHIP AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS, AS APPLICABLE, OTHER
THAN IN A MANNER WHICH DOES NOT ADVERSELY AFFECT THE RIGHTS OF THE LENDERS OR
THE AGENT.
7.4
MAINTENANCE OF PROPERTY; INSPECTION OF
PROPERTY.
(A)
FLEETWOOD SHALL, AND SHALL CAUSE EACH OF
ITS SUBSIDIARIES TO, MAINTAIN ALL OF ITS PROPERTY NECESSARY AND USEFUL IN THE
CONDUCT OF ITS BUSINESS, IN GOOD OPERATING CONDITION AND REPAIR, ORDINARY WEAR
AND TEAR EXCEPTED AND EXCEPT WHERE THE FAILURE TO MAINTAIN ANY SUCH PROPERTY
WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
FLEETWOOD SHALL, AND SHALL CAUSE EACH OF THE
LOAN PARTIES TO, PERMIT REPRESENTATIVES AND INDEPENDENT CONTRACTORS OF THE AGENT
(AT THE EXPENSE OF THE BORROWERS AND NOT TO EXCEED TWO (2) TIMES PER YEAR UNLESS
AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING) TO VISIT AND INSPECT ANY OF
ITS PROPERTIES, TO EXAMINE ITS CORPORATE, FINANCIAL AND OPERATING RECORDS, AND
MAKE COPIES THEREOF OR ABSTRACTS THEREFROM AND TO DISCUSS ITS AFFAIRS, FINANCES
AND ACCOUNTS WITH ITS DIRECTORS, OFFICERS AND INDEPENDENT PUBLIC ACCOUNTANTS
(AND, IN THE CASE OF DISCUSSIONS WITH THE BORROWERS' ACCOUNTANTS, WITH THE
BORROWERS PRESENT), AT SUCH REASONABLE TIMES DURING NORMAL BUSINESS HOURS AND AS
SOON AS MAY BE REASONABLY DESIRED, UPON REASONABLE ADVANCE; PROVIDED, HOWEVER,
THAT REPRESENTATIVES AND INDEPENDENT CONTRACTORS OF EACH LENDER MAY, AT SUCH
LENDER'S OWN EXPENSE, ACCOMPANY THE AGENT'S REPRESENTATIVES AND INDEPENDENT
CONTRACTORS ON SUCH VISITS AND INSPECTIONS.
NOTWITHSTANDING THE FOREGOING, WHEN
AN EVENT OF DEFAULT EXISTS, THE AGENT OR ANY LENDER MAY DO ANY OF THE FOREGOING
AT THE EXPENSE OF THE BORROWERS AT ANY TIME DURING NORMAL BUSINESS HOURS AND
WITHOUT ADVANCE NOTICE.