BOTH BEFORE AND AFTER GIVING EFFECT TO SUCH
PAYMENT, FLEETWOOD MAY MAKE THE PAYMENTS AND/OR PAY THE FEES DESCRIBED IN
SECTION 7.14 HEREOF.
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ARTICLE 8
CONDITIONS OF LENDING
8.1
Conditions Precedent to Making of Loans on the Closing Date.
The
obligation of the Lenders to make 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, are subject to the following
conditions precedent having been satisfied in a manner satisfactory to the Agent
and each Lender:
(A)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING EACH MORTGAGE
TO BE DELIVERED ON THE CLOSING DATE, SHALL HAVE BEEN EXECUTED BY EACH PARTY
THERETO AND THE LOAN PARTIES SHALL HAVE PERFORMED AND COMPLIED IN ALL MATERIAL
RESPECTS WITH ALL COVENANTS, AGREEMENTS AND CONDITIONS CONTAINED HEREIN AND THE
OTHER LOAN DOCUMENTS WHICH ARE REQUIRED TO BE PERFORMED OR COMPLIED WITH BY THE
LOAN PARTIES BEFORE OR ON THE CLOSING DATE.
(B)
[RESERVED].
(C)
ALL REPRESENTATIONS AND WARRANTIES MADE HEREUNDER AND IN THE OTHER
LOAN DOCUMENTS SHALL BE TRUE AND CORRECT AS IF MADE ON SUCH DATE.
(D)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
AFTER GIVING EFFECT TO THE LOANS TO BE MADE AND THE LETTERS OF CREDIT TO BE
ISSUED ON THE INITIAL FUNDING DATE.
(E)
THE AGENT AND THE LENDERS SHALL HAVE RECEIVED SUCH OPINIONS OF
COUNSEL FOR FLEETWOOD AND ITS SUBSIDIARIES AS THE AGENT OR ANY LENDER SHALL
REASONABLY REQUEST, EACH SUCH OPINION TO BE IN A FORM, SCOPE, AND SUBSTANCE
REASONABLY SATISFACTORY TO THE AGENT, THE LENDERS, AND THEIR RESPECTIVE COUNSEL.
(F)
[RESERVED].
(G)
THE AGENT SHALL HAVE RECEIVED:
(I)
ACKNOWLEDGMENT COPIES OF PROPER FINANCING STATEMENTS, OR
AMENDMENTS THEREOF, DULY FILED ON OR BEFORE THE CLOSING DATE UNDER THE UCC OF
ALL JURISDICTIONS THAT THE AGENT MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO
PERFECT AND/OR CONTINUE THE AGENT'S LIENS; OR SHALL HAVE RECEIVED DULY EXECUTED
FINANCING STATEMENTS FROM ALL LOAN PARTIES FOR ALL SUCH JURISDICTIONS;
(II)
DULY EXECUTED UCC-3 TERMINATION STATEMENTS OR SUCH OTHER
INSTRUMENTS OR EVIDENCE, IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT, AS
SHALL BE NECESSARY TO TERMINATE AND SATISFY ALL LIENS ON THE 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