PAYMENTS OF PRINCIPAL
AND/OR INTEREST (INCLUDING ANY ADDITIONAL AMOUNTS) OR MANDATORY REPURCHASE
PAYMENTS REQUIRED UNDER THE TERMS OF THE INDENTURE UNDER WHICH THE 2003
SUBORDINATED DEBENTURES ARE ISSUED.
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.
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(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;
(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