LIENS WHICH SECURE THE OBLIGATIONS.
3.5
NO DEFAULT OR EVENT OF DEFAULT.
NO EVENT HAS OCCURRED AND IS CONTINUING
OR WILL RESULT FROM THE EXECUTION AND DELIVERY OF THIS AMENDMENT OR THE CONSENT
THAT WOULD CONSTITUTE A DEFAULT OR AN EVENT OF DEFAULT.
3.6
NO MATERIAL ADVERSE EFFECT.
NO EVENT HAS OCCURRED THAT HAS RESULTED, OR
COULD REASONABLY BE EXPECTED TO RESULT, IN A MATERIAL ADVERSE EFFECT.
3.7
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 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.
CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT.
THIS AMENDMENT, AND THE
CONSENTS AND APPROVALS CONTAINED HEREIN, SHALL BE EFFECTIVE ONLY IF AND WHEN
SIGNED BY, AND WHEN COUNTERPARTS HEREOF SHALL HAVE BEEN DELIVERED TO THE AGENT
(BY HAND DELIVERY, MAIL OR TELECOPY) BY, FLEETWOOD, THE BORROWERS AND EACH
MAJORITY LENDER AND ONLY IF AND WHEN EACH OF THE FOLLOWING CONDITIONS IS
SATISFIED:
4.1
CONSENT OF GUARANTORS.
EACH OF THE GUARANTORS SHALL HAVE EXECUTED AND
DELIVERED TO THE AGENT THE CONSENT.
4.2
DELIVERY OF DOCUMENTS.
THE AGENT SHALL HAVE RECEIVED SUCH DOCUMENTS AS
THE AGENT MAY REASONABLY REQUEST IN CONNECTION WITH THIS CONSENT.
5
4.3
COMPLIANCE WITH OBLIGATIONS.
THE LOAN PARTIES SHALL HAVE COMPLIED WITH
EACH OF THEIR OBLIGATIONS UNDER SECTION 7.28(A) IN RESPECT OF EACH NEW
SUBSIDIARY.
5.
EFFECTIVE DATE.
THIS AMENDMENT SHALL BECOME EFFECTIVE ON THE DATE OF THE
SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 4.
6.
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 TO THE CREDIT AGREEMENT SHALL MEAN THE CREDIT
AGREEMENT AS AMENDED HEREBY.
EXCEPT AS EXPRESSLY AMENDED HEREBY OR WAIVED
HEREIN, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, INCLUDING THE LIENS
GRANTED THEREUNDER, SHALL REMAIN IN FULL FORCE AND EFFECT, AND ALL TERMS AND
PROVISIONS THEREOF ARE HEREBY RATIFIED AND CONFIRMED. FOR THE AVOIDANCE OF
DOUBT, THE AMENDMENTS EFFECTED HEREBY AND CONSENTS GRANTED HEREIN SHALL NOT
PERMIT FVC TO ENGAGE IN ANY ACTIVITIES OTHER THAN THOSE EXPRESSLY PREVIOUSLY
CONSENTED TO BY THE MAJORITY LENDERS AND THE AGENT, UNTIL SUCH TIME AS THE LOAN
PARTIES RECEIVE THE FURTHER WRITTEN CONSENT OF THE AGENT (NOT TO BE UNREASONABLY
WITHHELD) AND, IF ANY SUCH ACTION REQUIRES THE WRITTEN CONSENT OF THE MAJORITY
LENDERS PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT, THE WRITTEN CONSENT OF
THE MAJORITY LENDERS.
7.
EACH OF FLEETWOOD AND THE BORROWERS CONFIRMS THAT AS AMENDED HEREBY, EACH
OF THE LOAN DOCUMENTS IS IN FULL FORCE AND EFFECT, AND THAT NONE OF THE CREDIT
PARTIES HAS ANY DEFENSES, SETOFFS OR COUNTERCLAIMS TO ITS OBLIGATIONS.
8.
APPLICABLE LAW.
THE VALIDITY, INTERPRETATIONS