AND, AS APPLICABLE, THE
CONSENT OF GUARANTORS ATTACHED HERETO AS EXHIBIT B (THE "CONSENT").
4.2
CORPORATE ACTION.
THE EXECUTION AND DELIVERY OF THIS WAIVER AND AMENDMENT
AND THE CONSENT AND THE PERFORMANCE OF THE OBLIGATIONS OF EACH LOAN PARTY
HEREUNDER HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE
PART OF EACH OF THE LOAN PARTIES.
4.3
NO CONFLICT OR VIOLATION OR REQUIRED CONSENT OR APPROVAL.
THE EXECUTION
AND DELIVERY OF THIS WAIVER AND AMENDMENT AND THE CONSENT AND EACH LOAN PARTY'S
PERFORMANCE OF THIS WAIVER AND AMENDMENT, THE CONSENT, THE CREDIT AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY DO NOT AND WILL NOT CONFLICT
WITH, OR CONSTITUTE A VIOLATION OR BREACH OF, OR RESULT IN THE IMPOSITION OF ANY
LIEN UPON THE PROPERTY OF FLEETWOOD OR ANY OF ITS SUBSIDIARIES, BY REASON OF THE
TERMS OF (A) EXCEPT AS PROHIBITED OR EXCUSED BY THE APPLICABLE ORDER OR BY
REASON OF COMMENCEMENT OF THE CHAPTER 11 CASES, ANY MATERIAL CONTRACT, MORTGAGE,
LEASE, AGREEMENT, INDENTURE, OR INSTRUMENT TO WHICH FLEETWOOD OR ANY OF ITS
SUBSIDIARIES IS A PARTY OR WHICH IS BINDING UPON IT, THE BREACH OF WHICH COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, (B) ANY
REQUIREMENT OF LAW APPLICABLE TO FLEETWOOD OR ANY OF ITS SUBSIDIARIES, THE
VIOLATION OF WHICH COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT OR (C) THE CERTIFICATE OR ARTICLES OF INCORPORATION OR BY-LAWS OR THE
LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP AGREEMENT (OR OTHER
ORGANIZATIONAL DOCUMENTS) OF FLEETWOOD OR ANY OF ITS SUBSIDIARIES, AND DO NOT
AND WILL NOT REQUIRE ANY CONSENT OR APPROVAL OF ANY PERSON OTHER THAN THE
PARTIES HERETO.
4.4
EXECUTION, DELIVERY AND ENFORCEABILITY.
THIS WAIVER AND 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.
4.5
NO DEFAULT OR EVENT OF DEFAULT.
EXCEPT AS DESCRIBED IN THIS WAIVER AND
AMENDMENT, NO EVENT HAS OCCURRED AND IS CONTINUING, AND NO EVENT WILL RESULT
FROM THE EXECUTION AND DELIVERY OF THIS WAIVER AND AMENDMENT OR THE CONSENT,
THAT WOULD CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT.
4
4.6
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 WAIVER AND 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.
4.7
CHANGES TO THE APPROVED BUDGET.
OTHER THAN AS NECESSARY TO REFLECT THE
DELAYED RECEIPT BY THE BORROWERS OF THE