such Lender.
8.2
Conditions Precedent to Each Loan.
The obligation of the Lenders
to make each Loan, including any additional Revolving Loans and the Term Loan on
the Closing Date, and the obligation of the Agent to cause the Letter of Credit
Issuer to issue any Letter of Credit shall be subject to the further conditions
precedent that on and as of the date of any such extension of credit:
(A)
THE FOLLOWING STATEMENTS SHALL BE TRUE, AND THE ACCEPTANCE BY ANY
BORROWER OF ANY EXTENSION OF CREDIT SHALL BE DEEMED TO BE A STATEMENT TO THE
EFFECT SET FORTH IN CLAUSES (I), (II) AND (III) WITH THE SAME EFFECT AS THE
DELIVERY TO THE AGENT AND THE LENDERS OF A CERTIFICATE SIGNED BY A RESPONSIBLE
OFFICER, DATED THE DATE OF SUCH EXTENSION OF CREDIT, STATING THAT:
(I)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS ARE CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF
THE DATE OF SUCH EXTENSION OF CREDIT AS THOUGH MADE ON AND AS OF SUCH DATE,
OTHER THAN ANY SUCH REPRESENTATION OR WARRANTY WHICH RELATES TO A SPECIFIED
PRIOR DATE AND EXCEPT TO THE EXTENT THE AGENT AND THE LENDERS HAVE BEEN NOTIFIED
IN WRITING BY THE BORROWERS THAT ANY REPRESENTATION OR WARRANTY IS NOT CORRECT
AND THE MAJORITY LENDERS HAVE EXPLICITLY WAIVED IN WRITING COMPLIANCE WITH SUCH
REPRESENTATION OR WARRANTY; AND
(II)
NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD RESULT FROM
SUCH EXTENSION OF CREDIT, WHICH CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT;
AND
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(III)
NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD RESULT FROM
SUCH EXTENSION OF CREDIT, WHICH HAS HAD OR WOULD HAVE A MATERIAL ADVERSE EFFECT.
(B)
NO SUCH BORROWING SHALL EXCEED AVAILABILITY; PROVIDED, HOWEVER, THAT
THE FOREGOING CONDITIONS PRECEDENT ARE NOT CONDITIONS TO EACH REVOLVING CREDIT
LENDER PARTICIPATING IN OR REIMBURSING THE BANK OR THE AGENT FOR SUCH LENDERS'
PRO RATA SHARE OF ANY NON-RATABLE LOAN OR AGENT ADVANCE MADE IN ACCORDANCE WITH
THE PROVISIONS OF SECTIONS 1.2(H) AND (I).
(C)
IN THE CASE OF ANY BORROWING OF DELAYED DRAW TERM LOAN, (I) THE
APPRAISAL CONDITION SHALL HAVE BEEN SATISFIED IN A MANNER SATISFACTORY TO THE
AGENT; AND (II) SUCH BORROWING OF DELAYED DRAW TERM LOAN SHALL NOT EXCEED
DELAYED DRAW AGGREGATE AVAILABILITY.
ARTICLE 9
DEFAULT; REMEDIES
9.1
Events of Default.
It shall constitute an event of default
("Event of Default") if any one or more of the following shall occur for any
reason:
(A)
ANY FAILURE BY ANY BORROWER TO PAY (I) THE PRINCIPAL OF OR INTEREST
OR PREMIUM ON ANY OF THE OBLIGATIONS WHEN DUE, WHETHER UPON DEMAND OR OTHERWISE,
OR (II) ANY FEE OR OTHER AMOUNT OWING HEREUNDER WITHIN 3 BUSINESS DAYS AFTER
SUCH AMOUNT IS DUE;
(B)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY FLEETWOOD OR
THE BORROWERS IN THIS AGREEMENT OR BY ANY LOAN PARTY IN ANY OF THE OTHER LOAN
DOCUMENTS, ANY FINANCIAL STATEMENT, OR ANY CERTIFICATE FURNISHED BY ANY