DAYS AFTER THE END OF EACH FISCAL MONTH, A
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER, CHIEF ACCOUNTING OFFICER, VICE
PRESIDENT-TREASURER OR VICE PRESIDENT-CONTROLLER OF FLEETWOOD SETTING FORTH IN
REASONABLE DETAIL THE CALCULATIONS REQUIRED TO ESTABLISH WHETHER A MINIMUM
LIQUIDITY EVENT SHALL HAVE OCCURRED AS SET FORTH IN SECTION 7.24.
WITHIN
FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL QUARTER, A CERTIFICATE OF THE
CHIEF FINANCIAL OFFICER, CHIEF ACCOUNTING OFFICER, VICE PRESIDENT-TREASURER OR
VICE PRESIDENT-CONTROLLER OF FLEETWOOD STATING THAT, EXCEPT AS EXPLAINED IN
REASONABLE DETAIL IN SUCH CERTIFICATE, (A) ALL OF THE REPRESENTATIONS AND
WARRANTIES OF THE LOAN PARTIES CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS AS AT THE DATE OF
SUCH CERTIFICATE AS IF MADE AT SUCH TIME, EXCEPT FOR THOSE THAT SPEAK AS OF A
PARTICULAR DATE, WHICH SHALL HAVE BEEN TRUE AND CORRECT AS OF SUCH DATE, (B) THE
LOAN PARTIES ARE, AT THE DATE OF SUCH CERTIFICATE, IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL OF THEIR RESPECTIVE COVENANTS AND AGREEMENTS IN THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, (C) NO DEFAULT OR EVENT OF DEFAULT THEN EXISTS OR
EXISTED DURING THE PERIOD COVERED BY THE FINANCIAL STATEMENTS FOR SUCH FISCAL
QUARTER, (D) DESCRIBING AND ANALYZING IN REASONABLE DETAIL ALL MATERIAL TRENDS,
CHANGES, AND DEVELOPMENTS IN EACH AND ALL FINANCIAL STATEMENTS; AND (E)
EXPLAINING THE VARIANCES OF THE FIGURES IN THE CORRESPONDING LATEST PROJECTIONS
AND PRIOR FISCAL YEAR FINANCIAL STATEMENTS.
IF ANY SUCH CERTIFICATE DISCLOSES
THAT A REPRESENTATION OR WARRANTY IS NOT CORRECT OR COMPLETE, OR THAT A COVENANT
HAS NOT BEEN COMPLIED WITH, OR THAT A DEFAULT OR EVENT OF DEFAULT EXISTED OR
EXISTS, SUCH CERTIFICATE SHALL SET FORTH WHAT ACTION LOAN PARTIES HAVE TAKEN OR
PROPOSE TO TAKE WITH RESPECT THERETO.
(F)
NO SOONER THAN SIXTY (60) DAYS PRIOR TO AND NOT
MORE THAN THIRTY (30) DAYS AFTER THE BEGINNING OF EACH FISCAL YEAR, ANNUAL
FORECASTS (TO INCLUDE FORECASTED CONSOLIDATED BALANCE SHEETS, INCOME STATEMENTS
AND CONSOLIDATED CASH FLOW STATEMENTS) FOR FLEETWOOD AND ITS SUBSIDIARIES AS AT
THE END OF AND FOR EACH QUARTER OF SUCH FISCAL YEAR.
(G)
A COPY OF EACH ANNUAL REPORT OR OTHER FILING FILED
WITH THE PBGC OR THE IRS WITH RESPECT TO EACH PLAN OF FLEETWOOD AND ITS
SUBSIDIARIES (A) UPON THE REQUEST OF THE AGENT OR (B) IN THE EVENT SUCH FILING
REFLECTS A SIGNIFICANT CHANGE WITH RESPECT TO THE MATTERS COVERED THEREBY,
WITHIN THREE (3) BUSINESS DAYS AFTER THE FILING THEREOF.
36
(H)
IF REQUESTED BY THE AGENT, PROMPTLY UPON THE
FILING THEREOF, COPIES OF ALL REPORTS, IF ANY, TO OR OTHER DOCUMENTS FILED BY
FLEETWOOD OR ANY OF ITS SUBSIDIARIES WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE EXCHANGE ACT, AND ALL REPORTS, NOTICES, OR STATEMENTS SENT OR RECEIVED
BY FLEETWOOD OR ANY OF ITS SUBSIDIARIES TO OR FROM THE HOLDERS OF ANY EQUITY
INTERESTS OF FLEETWOOD OR ANY OF ITS SUBSIDIARIES (OTHER THAN ROUTINE
NON-MATERIAL CORRESPONDENCE SENT BY SHAREHOLDERS OF FLEETWOOD TO FLEETWOOD) OR