of the UCC).
7.26
Contribution of Management Fees.
On the date of receipt by
Fleetwood of any management fees from any of its Subsidiaries, Fleetwood shall
make a capital contribution to FMC in the amount of such management fees so
received less the amount on such day of Distributions by the Borrowers to
Fleetwood that would be permitted pursuant to Section 7.10(a)(ii), (iii), or
(iv).
7.27
Use of Proceeds.
The Borrowers shall not, and shall not suffer or
permit any of their Subsidiaries to, use any portion of the Loan proceeds,
directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or
otherwise refinance indebtedness of Fleetwood or any of its Subsidiaries or
others incurred to purchase or carry Margin Stock, (iii) to extend credit for
the purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act.
7.28
Further Assurances; Mortgages.
(A)
FLEETWOOD SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO,
EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, TO THE AGENT AND/OR
THE
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LENDERS SUCH DOCUMENTS AND AGREEMENTS, AND SHALL TAKE OR CAUSE TO BE TAKEN SUCH
ACTIONS, AS THE AGENT OR ANY LENDER MAY, FROM TIME TO TIME, REASONABLY REQUEST
TO CARRY OUT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(B)
WITH RESPECT TO EACH PARCEL OF REAL ESTATE LISTED ON SCHEDULE 6.11
IDENTIFIED AS MORTGAGED PROPERTY, (I) SUCH MORTGAGED PROPERTY SHALL HAVE, IN THE
AGGREGATE, AN APPRAISED VALUE, AS SET FORTH IN THE APPRAISALS, OF AT LEAST
$50,000,000, (II) SUCH MORTGAGED PROPERTY SHALL REMAIN SUBJECT TO ALL EXISTING
MORTGAGES AND (III) WITHIN 60 DAYS AFTER THE CLOSING DATE, FLEETWOOD AND/OR THE
APPLICABLE LOAN PARTY SHALL DELIVER TO THE AGENT AND THE COLLATERAL AGENT
(A) DULY EXECUTED AND ACKNOWLEDGED AMENDMENTS TO OR AMENDMENT AND RESTATEMENTS
OF THE EXISTING MORTGAGES OR IN THE CASE OF ANY MORTGAGED PROPERTY IN WHICH ANY
EXISTING MORTGAGE HAS PREVIOUSLY BEEN RELEASED, A REPLACEMENT MORTGAGE (EACH A
"MORTGAGE AMENDMENT" AND, COLLECTIVELY, THE "MORTGAGE AMENDMENTS"), IN EACH CASE
TO THE EXTENT NECESSARY UNDER APPLICABLE LAW, IN THE REASONABLE JUDGMENT OF THE
AGENT, TO CONTINUE AND MAINTAIN THE ENFORCEABILITY, PERFECTION AND PRIORITY OF
THE EXISTING MORTGAGES FROM AND AFTER THE CLOSING DATE (OR, IN THE CASE OF ANY
MORTGAGED PROPERTY IN WHICH ANY EXISTING MORTGAGE HAS PREVIOUSLY BEEN RELEASED,
TO EFFECT THE ENFORCEABILITY, PERFECTION AND PRIORITY OF THE MORTGAGE AMENDMENT
FROM AND AFTER THE CLOSING DATE) IN PROPER FORM FOR RECORDING IN ALL APPROPRIATE
PLACES IN ALL APPLICABLE JURISDICTIONS, (B) ENDORSEMENTS TO THE EXISTING
MORTGAGE TITLE POLICIES AS REASONABLY REQUESTED BY THE AGENT, ASSURING THE AGENT
THAT SUCH MORTGAGES CONTINUE TO CONSTITUTE FIRST PRIORITY MORTGAGE LIENS SUBJECT
ONLY TO PERMITTED LIENS UNDER CLAUSES (A), (B), (D) AND (E) OF THE DEFINITION OF
PERMITTED LIENS, AND (C) IF REQUESTED BY THE AGENT, OPINIONS OF COUNSEL AS TO
SUCH MATTERS AS REASONABLY REQUESTED BY THE AGENT.