OF THE FISCAL YEAR TO THE END OF
SUCH FISCAL MONTH, ALL IN REASONABLE DETAIL, FAIRLY PRESENTING THE FINANCIAL
POSITION AND RESULTS OF OPERATIONS OF FLEETWOOD AND ITS CONSOLIDATED
SUBSIDIARIES AS AT THE DATE THEREOF AND FOR SUCH PERIODS, AND, IN EACH CASE, IN
COMPARABLE FORM, FIGURES FOR THE CORRESPONDING PERIOD IN THE PRIOR FISCAL YEAR,
AND PREPARED IN ACCORDANCE WITH GAAP APPLIED CONSISTENTLY WITH THE AUDITED
FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED PURSUANT TO SECTION 5.2(A);
PROVIDED THAT FOR FISCAL MONTH ENDING APRIL 30, 2009, SUCH FINANCIAL STATEMENTS
SHALL BE FOR THE PERIOD BEGINNING MARCH 10, 2009 AND ENDING APRIL 30, 2009.
FLEETWOOD SHALL CERTIFY BY A CERTIFICATE SIGNED BY ITS CHIEF FINANCIAL OFFICER
OR CHIEF ACCOUNTING OFFICER THAT ALL SUCH STATEMENTS HAVE BEEN PREPARED IN
ACCORDANCE WITH GAAP AND PRESENT FAIRLY THE FINANCIAL POSITION OF FLEETWOOD AND
ITS SUBSIDIARIES AS AT THE DATES THEREOF AND ITS RESULTS OF OPERATIONS FOR THE
PERIODS THEN ENDED, SUBJECT TO NORMAL YEAR-END ADJUSTMENTS AND THE ABSENCE OF
FOOTNOTES REQUIRED BY GAAP.
32
(D)
WITH EACH OF THE AUDITED FINANCIAL STATEMENTS DELIVERED PURSUANT TO
SECTION 5.2(A), A CERTIFICATE OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
THAT EXAMINED SUCH STATEMENT TO THE EFFECT THAT THEY HAVE REVIEWED AND ARE
FAMILIAR WITH THIS AGREEMENT AND THAT, IN EXAMINING SUCH FINANCIAL STATEMENTS,
THEY DID NOT BECOME AWARE OF ANY FACT OR CONDITION WHICH THEN CONSTITUTED A
DEFAULT OR EVENT OF DEFAULT WITH RESPECT TO ANY COVENANT, EXCEPT FOR THOSE, IF
ANY, DESCRIBED IN REASONABLE DETAIL IN SUCH CERTIFICATE.
(E)
WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL QUARTER, A
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER, CHIEF ACCOUNTING OFFICER, VICE
PRESIDENT-TREASURER OR VICE PRESIDENT-CONTROLLER OF FLEETWOOD STATING THAT,
EXCEPT AS EXPLAINED IN REASONABLE DETAIL IN SUCH CERTIFICATE, (A) ALL OF THE
REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES CONTAINED IN THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS ARE CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS
AS AT THE DATE OF SUCH CERTIFICATE AS IF MADE AT SUCH TIME, EXCEPT FOR THOSE
THAT SPEAK AS OF A PARTICULAR DATE, WHICH SHALL HAVE BEEN TRUE AND CORRECT AS OF
SUCH DATE, (B) THE LOAN PARTIES ARE, AT THE DATE OF SUCH CERTIFICATE, IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL OF THEIR RESPECTIVE COVENANTS AND
AGREEMENTS IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (C) NO DEFAULT OR
EVENT OF DEFAULT THEN EXISTS OR EXISTED DURING THE PERIOD COVERED BY THE
FINANCIAL STATEMENTS FOR SUCH FISCAL QUARTER, (D) DESCRIBING AND ANALYZING IN
REASONABLE DETAIL ALL MATERIAL TRENDS, CHANGES, AND DEVELOPMENTS IN EACH AND ALL
FINANCIAL STATEMENTS; AND (E) EXPLAINING THE VARIANCES OF THE FIGURES IN THE
CORRESPONDING PROJECTIONS AND PRIOR FISCAL YEAR FINANCIAL STATEMENTS.
IF ANY
SUCH CERTIFICATE DISCLOSES THAT A REPRESENTATION OR WARRANTY IS NOT CORRECT OR
COMPLETE, OR THAT A COVENANT HAS NOT BEEN COMPLIED WITH, OR THAT A DEFAULT OR
EVENT OF DEFAULT EXISTED OR EXISTS, SUCH CERTIFICATE SHALL SET FORTH WHAT ACTION
LOAN PARTIES HAVE TAKEN OR PROPOSE TO TAKE WITH RESPECT THERETO.