AGREEMENT AS AMENDED HEREBY DO NOT AND WILL NOT CONFLICT WITH OR
VIOLATE (A) ANY PROVISION OF THE GOVERNING DOCUMENTS OF ANY LOAN PARTY OR ANY OF
ITS SUBSIDIARIES, (B) ANY REQUIREMENT OF LAW, (C) ANY ORDER, JUDGMENT OR DECREE
OF ANY COURT OR OTHER GOVERNMENTAL AGENCY BINDING ON ANY LOAN PARTY OR ANY OF
ITS SUBSIDIARIES, OR (D) ANY INDENTURE, AGREEMENT OR INSTRUMENT TO WHICH ANY
LOAN PARTY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH ANY LOAN PARTY OR
ANY OF ITS SUBSIDIARIES, OR ANY PROPERTY OF ANY OF THEM, IS BOUND, AND DO NOT
AND WILL NOT REQUIRE ANY CONSENT OR APPROVAL OF ANY PERSON.
3.4
EXECUTION, DELIVERY AND ENFORCEABILITY.
THIS AMENDMENT AND THE CONSENT HAVE BEEN DULY EXECUTED AND DELIVERED BY EACH
LOAN PARTY WHICH IS A PARTY THERETO AND ARE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF SUCH LOAN PARTY, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS,
EXCEPT AS ENFORCEABILITY MAY BE AFFECTED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
AND SIMILAR PROCEEDINGS AFFECTING THE RIGHTS OF CREDITORS GENERALLY, AND GENERAL
PRINCIPLES OF EQUITY.
THE AGENT'S LIENS IN THE COLLATERAL CONTINUE TO BE VALID,
BINDING AND ENFORCEABLE FIRST PRIORITY LIENS WHICH SECURE THE OBLIGATIONS.
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3.5
NO DEFAULT OR EVENT OF DEFAULT. NO EVENT HAS
OCCURRED AND IS CONTINUING OR WILL RESULT FROM THE EXECUTION AND DELIVERY OF
THIS AMENDMENT OR THE CONSENT THAT WOULD CONSTITUTE A DEFAULT OR AN EVENT OF
DEFAULT.
3.6
NO MATERIAL ADVERSE EFFECT.
NO EVENT HAS
OCCURRED THAT HAS RESULTED, OR COULD REASONABLY BE EXPECTED TO RESULT, IN A
MATERIAL ADVERSE EFFECT.
3.7
REPRESENTATIONS AND WARRANTIES.
EACH OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN DOCUMENTS IS AND WILL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF AND AS OF
THE EFFECTIVE DATE OF THIS AMENDMENT, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY RELATE TO AN EARLIER DATE, IN WHICH
CASE THEY WERE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS AS OF SUCH
EARLIER DATE.
4.
CONDITIONS TO EFFECTIVENESS OF THIS
AMENDMENT.
THIS AMENDMENT SHALL BE EFFECTIVE ONLY IF AND WHEN SIGNED BY, AND
WHEN COUNTERPARTS HEREOF SHALL HAVE BEEN DELIVERED TO THE AGENT (BY HAND
DELIVERY, MAIL OR TELECOPY) BY, FLEETWOOD, THE BORROWERS AND EACH LENDER AND
ONLY IF AND WHEN EACH OF THE FOLLOWING CONDITIONS IS SATISFIED:
4.1
CONSENT OF GUARANTORS.
EACH OF THE
GUARANTORS SHALL HAVE EXECUTED AND DELIVERED TO THE AGENT THE CONSENT.
4.2
NO DEFAULT OR EVENT OF DEFAULT; ACCURACY OF
REPRESENTATIONS AND WARRANTIES.
NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST AND
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY THE LOAN PARTIES HEREIN AND
IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS IF MADE ON AND AS OF THE DATE ON WHICH THIS AMENDMENT BECOMES
EFFECTIVE (EXCEPT THAT ANY SUCH REPRESENTATION OR WARRANTY THAT IS EXPRESSLY
STATED AS BEING MADE ONLY AS OF A SPECIFIED EARLIER DATE SHALL BE TRUE AND
CORRECT