TO THE PETITION DATE.
(G)
THE AGENT SHALL HAVE RECEIVED:
(I)
ACKNOWLEDGMENT COPIES OF PROPER FINANCING STATEMENTS, OR
AMENDMENTS THEREOF, DULY FILED ON OR BEFORE THE CLOSING DATE UNDER THE UCC OF
ALL JURISDICTIONS THAT THE AGENT MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO
PERFECT AND/OR CONTINUE THE AGENT'S LIENS; OR SHALL HAVE RECEIVED DULY EXECUTED
FINANCING STATEMENTS FROM ALL LOAN PARTIES FOR ALL SUCH JURISDICTIONS;
(II)
DULY EXECUTED UCC-3 TERMINATION STATEMENTS OR SUCH OTHER
INSTRUMENTS OR EVIDENCE, IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT, AS
SHALL BE NECESSARY TO TERMINATE AND SATISFY ALL LIENS ON THE PROPERTY OF
FLEETWOOD AND ITS SUBSIDIARIES EXCEPT PERMITTED LIENS;
(III)
DULY EXECUTED SECURITY AGREEMENTS WITH RESPECT TO ALL PROPRIETARY
RIGHTS FOR RECORDING IN THE UNITED STATES PATENT AND TRADEMARK OFFICE;
(IV)
CERTIFICATES FOR THE CAPITAL STOCK PLEDGED PURSUANT TO THE PLEDGE
AGREEMENT TOGETHER WITH UNDATED STOCK POWERS DULY ENDORSED IN BLANK; AND
(V)
ALL INTERCOMPANY NOTES PAYABLE TO ANY LOAN PARTY DULY ENDORSED IN
BLANK.
(H)
THE BORROWERS SHALL HAVE PAID ALL FEES AND EXPENSES OF THE AGENT
AND THE ATTORNEY COSTS INCURRED IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS AND
THE TRANSACTIONS CONTEMPLATED THEREBY TO THE EXTENT INVOICED.
(I)
FLEETWOOD AND THE BORROWERS SHALL HAVE PAID ALL FEES DUE AND
OWING TO THE AGENT AND THE LENDERS ON THE CLOSING DATE (INCLUDING ALL FEES UNDER
THE FEE LETTER).
(J)
THE AGENT SHALL HAVE RECEIVED EVIDENCE, IN FORM, SCOPE, AND
SUBSTANCE, REASONABLY SATISFACTORY TO THE AGENT, OF ALL INSURANCE COVERAGE AS
REQUIRED BY SECTION 7.5 OF THIS AGREEMENT, TOGETHER WITH LOSS PAYEE AND
ADDITIONAL INSURED ENDORSEMENTS (OR LOSS PAYEE LETTER), AS APPLICABLE, NAMING
THE AGENT, FOR THE BENEFIT OF THE LENDERS, AS LOSS PAYEE OR ADDITIONAL INSURED,
AS APPLICABLE.
(K)
THE AGENT AND THE LENDERS SHALL HAVE HAD AN OPPORTUNITY, IF THEY
SO CHOOSE, TO EXAMINE THE BOOKS OF ACCOUNT AND OTHER RECORDS AND FILES OF
FLEETWOOD AND ITS SUBSIDIARIES AND TO MAKE COPIES THEREOF, AND TO CONDUCT A
PRE-CLOSING AUDIT
67
WHICH SHALL INCLUDE, WITHOUT LIMITATION, VERIFICATION OF INVENTORY, ACCOUNTS,
AND THE BORROWING BASES, AND THE RESULTS OF SUCH EXAMINATION AND AUDIT SHALL
HAVE BEEN SATISFACTORY TO THE AGENT AND THE LENDERS IN ALL RESPECTS.
(L)
ALL PROCEEDINGS TAKEN IN CONNECTION WITH THE EXECUTION OF THIS
AGREEMENT, ALL OTHER LOAN DOCUMENTS AND ALL DOCUMENTS AND PAPERS RELATING
THERETO SHALL BE SATISFACTORY IN FORM, SCOPE, AND SUBSTANCE TO THE AGENT AND THE
LENDERS.
(M)
OTHER THAN THE COMMENCEMENT OF THE CHAPTER 11 CASES AND THE
CESSATION OF EXISTENCE OR OPERATIONS OF, THE WINDING UP OF OR THE DISSOLUTION OF
OR SALE OF ASSETS OF THE FLEETWOOD TRAVEL TRAILERS DIVISION, NO EVENT THAT, IN
THE OPINION OF THE LENDERS, CONSTITUTES A MATERIAL ADVERSE EFFECT SHALL HAVE
OCCURRED SINCE JANUARY 31, 2009.
(N)
THERE SHALL EXIST NO ACTION, SUIT, INVESTIGATION, LITIGATION, OR
PROCEEDING PENDING OR, TO THE KNOWLEDGE OF FLEETWOOD AND THE BORROWERS OR ANY
LENDER, THREATENED IN ANY COURT OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL
AUTHORITY THAT (I) COULD REASONABLY