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;
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(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 THIS AGREEMENT.
(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 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)
NO MATERIAL ADVERSE CHANGE, IN THE OPINION OF THE LENDERS, SHALL
HAVE OCCURRED, IN THE ASSETS, LIABILITIES, BUSINESS, FINANCIAL CONDITION, OR
RESULTS OF OPERATIONS OF FLEETWOOD AND ITS SUBSIDIARIES.
(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 BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT ON ANY BORROWER'S ASSETS, LIABILITIES, BUSINESS, OR FINANCIAL CONDITION,
OR RESULTS OF OPERATIONS OR WHICH COULD IMPAIR ANY BORROWER'S ABILITY TO PERFORM
SATISFACTORILY UNDER THE LOAN DOCUMENTS OR REPAY THE OBLIGATIONS, OR (II) COULD
REASONABLY BE EXPECTED TO MATERIALLY AND ADVERSELY AFFECT THE LOAN DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREBY.
(O)
[RESERVED].
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(P)
LENDERS SHALL BE SATISFIED THAT EACH BORROWER IS ADEQUATELY
CAPITALIZED, THAT THE FAIR SALEABLE VALUE OF ITS ASSETS WILL EXCEED ITS
LIABILITIES AT CLOSING, AND THAT EACH BORROWER WILL HAVE SUFFICIENT WORKING
CAPITAL TO PAY ITS DEBTS AS THEY BECOME DUE.
(Q)
FLEETWOOD AND ITS SUBSIDIARIES SHALL HAVE OBTAINED ALL
GOVERNMENTAL AND THIRD PARTY CONSENTS AND APPROVALS AS MAY BE NECESSARY OR
APPROPRIATE IN CONNECTION WITH THE LOAN DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED THEREBY.
(R)
THE LENDERS SHALL BE SATISFIED WITH ALL ENVIRONMENTAL ASPECTS
RELATING TO BORROWERS AND THEIR BUSINESS, INCLUDING ALL ENVIRONMENTAL REPORTS AS
MAY BE