CLOSING DATE (INCLUDING ALL FEES UNDER THE
FEE LETTER).
(J)
THE AGENT SHALL HAVE RECEIVED EVIDENCE, IN FORM, SCOPE, AND
SUBSTANCE, REASONABLY SATISFACTORY TO THE AGENT, OF ALL INSURANCE COVERAGE AS
REQUIRED BY THIS AGREEMENT.
(K)
THE AGENT AND THE LENDERS SHALL HAVE HAD AN OPPORTUNITY, IF THEY SO
CHOOSE, TO EXAMINE THE BOOKS OF ACCOUNT AND OTHER RECORDS AND FILES OF FLEETWOOD
AND ITS SUBSIDIARIES AND TO MAKE COPIES THEREOF, AND TO CONDUCT A PRE-CLOSING
AUDIT WHICH SHALL INCLUDE, WITHOUT LIMITATION, VERIFICATION OF INVENTORY,
ACCOUNTS, AND THE BORROWING BASES, AND THE RESULTS OF SUCH EXAMINATION AND AUDIT
SHALL HAVE BEEN SATISFACTORY TO THE AGENT AND THE LENDERS IN ALL RESPECTS.
(L)
ALL PROCEEDINGS TAKEN IN CONNECTION WITH THE EXECUTION OF THIS
AGREEMENT, THE TERM NOTES, ALL OTHER LOAN DOCUMENTS AND ALL DOCUMENTS AND PAPERS
RELATING THERETO SHALL BE SATISFACTORY IN FORM, SCOPE, AND SUBSTANCE TO THE
AGENT AND THE LENDERS.
(M)
NO EVENT THAT, IN THE OPINION OF THE LENDERS, CONSTITUTES A MATERIAL
ADVERSE EFFECT SHALL HAVE OCCURRED.
(N)
THERE SHALL EXIST NO ACTION, SUIT, INVESTIGATION, LITIGATION, OR
PROCEEDING PENDING OR, TO THE KNOWLEDGE OF FLEETWOOD AND THE BORROWERS OR ANY
LENDER, THREATENED IN ANY COURT OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL
AUTHORITY THAT (I) COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT ON ANY BORROWER'S ASSETS, LIABILITIES, BUSINESS, OR FINANCIAL CONDITION,
OR RESULTS OF OPERATIONS OR WHICH COULD IMPAIR ANY BORROWER'S ABILITY TO PERFORM
SATISFACTORILY UNDER THE LOAN DOCUMENTS OR REPAY THE OBLIGATIONS, OR (II) COULD
REASONABLY BE EXPECTED TO MATERIALLY AND ADVERSELY AFFECT THE LOAN DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREBY.
(O)
WITH RESPECT TO EACH PARCEL OF REAL ESTATE LISTED ON SCHEDULE 6.11
ATTACHED HERETO AND IDENTIFIED THEREON AS MORTGAGED PROPERTY, (I) SUCH MORTGAGED
PROPERTY THAT IS SUBJECT TO ANY EXISTING MORTGAGE SHALL REMAIN SUBJECT TO SUCH
EXISTING MORTGAGES AND (II) FLEETWOOD AND/OR THE APPLICABLE LOAN PARTY SHALL
HAVE
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DELIVERED TO THE AGENT AND THE COLLATERAL AGENT (A) DULY EXECUTED AND
ACKNOWLEDGED AMENDMENTS TO OR AMENDMENT AND RESTATEMENTS OF THE EXISTING
MORTGAGES OR IN THE CASE OF ANY MORTGAGED PROPERTY IN WHICH ANY SUCH MORTGAGED
PROPERTY WAS NOT SUBJECT TO AN EXISTING MORTGAGE, A NEW MORTGAGE (EACH A
"MORTGAGE AMENDMENT" AND, COLLECTIVELY, THE "MORTGAGE AMENDMENTS"), IN EACH CASE
TO THE EXTENT NECESSARY UNDER APPLICABLE LAW, IN THE REASONABLE JUDGMENT OF THE
AGENT, TO CONTINUE AND MAINTAIN THE ENFORCEABILITY, PERFECTION AND PRIORITY OF
THE EXISTING MORTGAGES OR SUCH NEW MORTGAGES FROM AND AFTER THE CLOSING DATE
(OR, IN THE CASE OF ANY MORTGAGED PROPERTY IN WHICH NO EXISTING MORTGAGE WAS IN
EXISTENCE IMMEDIATELY PRIOR TO THE CLOSING DATE, TO EFFECT THE ENFORCEABILITY,
PERFECTION AND PRIORITY OF THE MORTGAGE AMENDMENT FROM AND AFTER THE CLOSING
DATE) IN PROPER FORM FOR RECORDING IN ALL APPROPRIATE PLACES IN ALL APPLICABLE
JURISDICTIONS, (B) TITLE POLICIES (OR ENDORSEMENTS TO THE EXISTING MORTGAGE
TITLE POLICIES) AS REASONABLY REQUESTED BY THE AGENT, ASSURING THE AGENT THAT
SUCH MORTGAGES CONSTITUTE FIRST PRIORITY MORTGAGE LIENS SUBJECT ONLY TO
PERMITTED LIENS UNDER CLAUSES