WARRANTY
THAT IS EXPRESSLY STATED AS BEING MADE ONLY AS OF A SPECIFIED EARLIER DATE SHALL
BE TRUE AND CORRECT AS OF SUCH EARLIER DATE), AND THE BORROWERS SHALL HAVE
DELIVERED TO THE AGENT A CERTIFICATE CONFIRMING SUCH MATTERS.
5.3
DELIVERY OF DOCUMENTS. THE AGENT SHALL HAVE RECEIVED
SUCH DOCUMENTS AS THE AGENT MAY REASONABLY REQUEST IN CONNECTION WITH THIS
AMENDMENT.
5.4
CLOSING FEE. FLEETWOOD SHALL HAVE PAID TO THE AGENT, FOR
THE PRO RATA ACCOUNT OF ALL LENDERS, THE CLOSING FEE AS DESCRIBED AND IN THE
AMOUNT SET FORTH IN THE FEE LETTER, DATED AS OF THE DATE HEREOF, BETWEEN
FLEETWOOD AND THE AGENT.
5.5
BOOT COLLATERAL. BORROWERS SHALL HAVE DELIVERED TO THE
AGENT AND THE COLLATERAL AGENT (A) DULY EXECUTED AND ACKNOWLEDGED AMENDMENTS TO
THE EXISTING MORTGAGES OR A NEW MORTGAGE, IN EACH CASE, IF AND AS REASONABLY
REQUESTED BY THE AGENT, TO THE EXTENT NECESSARY UNDER APPLICABLE LAW, IN THE
REASONABLE JUDGMENT OF THE AGENT, TO CONTINUE OR CREATE A VALID, ENFORCEABLE AND
FIRST PRIORITY LIEN ON NOT LESS THAN SUCH AN AMOUNT OF MORTGAGED PROPERTY
(PREVIOUSLY CONSTITUTING TERM LOAN COLLATERAL) TO BE CONTINUED AS MORTGAGED
PROPERTY CONSTITUTING "BOOT COLLATERAL"
IN PROPER FORM FOR RECORDING IN ALL
APPROPRIATE PLACES IN ALL APPLICABLE JURISDICTIONS, SO THAT, UPON COMPLETION OF
THE TRANSACTIONS DESCRIBED IN SECTION 3 HEREOF AND THIS SECTION 5.5, THE
AGGREGATE VALUE (SUCH VALUES AS TO EACH ITEM OF MORTGAGED PROPERTY AS SET FORTH
ON SCHEDULE 6.11 AS IN EFFECT PRIOR TO EFFECTIVENESS OF THIS AMENDMENT) OF ALL
"BOOT COLLATERAL" AS IDENTIFIED ON SCHEDULE 6.11 (AFTER GIVING EFFECT TO SUCH
TRANSACTIONS) IS NOT LESS THAN $37,000,000, (B) TITLE POLICIES (OR ENDORSEMENTS
TO THE EXISTING TITLE POLICIES FOR THE BENEFIT OF THE AGENT) IF AND AS
REASONABLY REQUESTED BY THE AGENT, ASSURING THE AGENT THAT SUCH MORTGAGES
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 (IT BEING UNDERSTOOD AND AGREED THAT THE AGENT MAY AGREE
TO THE DELIVERY OF THE ITEMS DESCRIBED IN THE FOREGOING CLAUSES (B) AND
(C) POST-EFFECTIVENESS OF THIS AMENDMENT IN ITS REASONABLE JUDGMENT).
5.6
HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT. BORROWERS
SHALL HAVE DELIVERED TO THE AGENT SUCH AMENDMENTS AS SHALL HAVE BEEN REQUESTED
BY THE AGENT TO THE AMENDED AND RESTATED HAZARDOUS SUBSTANCES INDEMNITY
AGREEMENT, DATED JANUARY 5, 2007, BY EACH OF THE LOAN PARTIES NAMED THEREIN AS
INDEMNITORS AND THE AGENT,
IN ORDER TO REFLECT SCHEDULE 6.11, AS IT SHALL BE
CONSTITUTED AFTER GIVING EFFECT TO THE TRANSACTIONS DESCRIBED IN SECTION 1.40
AND SECTION 4.6 HEREOF.
6.
EFFECTIVE DATE. THIS AMENDMENT SHALL
BECOME EFFECTIVE (THE "EFFECTIVE DATE") ON THE DATE OF THE SATISFACTION OF THE
CONDITIONS SET FORTH IN SECTION 5.
7.
EFFECT OF AMENDMENT; RATIFICATION. THIS
AMENDMENT IS A LOAN DOCUMENT. FROM AND AFTER THE DATE ON WHICH THIS AMENDMENT
BECOMES EFFECTIVE, ALL REFERENCES IN THE LOAN DOCUMENTS