ANALYSIS, APPRAISALS AND DECISIONS IN TAKING OR
NOT TAKING ACTION UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND TO MAKE
SUCH INVESTIGATIONS AS IT DEEMS NECESSARY TO INFORM ITSELF AS TO THE BUSINESS,
PROSPECTS, OPERATIONS, PROPERTY, FINANCIAL AND OTHER CONDITION AND
CREDITWORTHINESS OF THE BORROWER.
EXCEPT FOR NOTICES, REPORTS AND OTHER
DOCUMENTS EXPRESSLY HEREIN REQUIRED TO BE FURNISHED TO THE LENDERS BY THE AGENT,
THE AGENT SHALL NOT HAVE ANY DUTY OR RESPONSIBILITY TO PROVIDE ANY LENDER WITH
ANY CREDIT OR OTHER INFORMATION CONCERNING THE BUSINESS, PROSPECTS, OPERATIONS,
PROPERTY, FINANCIAL AND OTHER CONDITION OR CREDITWORTHINESS OF FLEETWOOD OR ANY
OF ITS SUBSIDIARIES WHICH MAY COME INTO THE POSSESSION OF ANY OF THE
AGENT-RELATED PERSONS.
12.7
INDEMNIFICATION.
WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY ARE CONSUMMATED, THE LENDERS SHALL INDEMNIFY UPON DEMAND THE
AGENT-RELATED PERSONS (TO THE EXTENT NOT REIMBURSED BY OR ON BEHALF OF THE
BORROWERS AND WITHOUT LIMITING THE OBLIGATION OF THE BORROWERS TO DO SO), IN
ACCORDANCE WITH THEIR PRO RATA SHARES, FROM AND AGAINST ANY AND ALL INDEMNIFIED
LIABILITIES AS SUCH TERM IS DEFINED IN SECTION 13.11; PROVIDED, HOWEVER, THAT NO
LENDER SHALL BE LIABLE FOR THE PAYMENT TO THE AGENT-RELATED PERSONS OF ANY
PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING SOLELY FROM SUCH PERSON'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WITHOUT LIMITATION OF THE FOREGOING,
EACH LENDER SHALL REIMBURSE THE AGENT UPON DEMAND FOR ITS PRO RATA SHARE OF ANY
COSTS OR OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEY COSTS) INCURRED BY THE AGENT
IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL
PROCEEDINGS OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR
RESPONSIBILITIES UNDER, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY DOCUMENT
CONTEMPLATED BY OR REFERRED TO HEREIN, TO THE EXTENT THAT THE AGENT IS NOT
REIMBURSED FOR SUCH EXPENSES BY OR ON BEHALF OF THE BORROWERS.
THE UNDERTAKING
IN THIS SECTION SHALL SURVIVE THE PAYMENT OF ALL OBLIGATIONS HEREUNDER AND THE
RESIGNATION OR REPLACEMENT OF THE AGENT.
12.8
THE AGENT IN INDIVIDUAL CAPACITY.
THE BANK AND
ITS AFFILIATES MAY MAKE LOANS TO, ISSUE LETTERS OF CREDIT FOR THE ACCOUNT OF,
ACCEPT DEPOSITS FROM, ACQUIRE EQUITY INTERESTS IN AND GENERALLY ENGAGE IN ANY
KIND OF BANKING, TRUST, FINANCIAL ADVISORY, UNDERWRITING OR OTHER BUSINESS WITH
FLEETWOOD AND ITS SUBSIDIARIES AND AFFILIATES AS THOUGH THE BANK WERE NOT THE
AGENT HEREUNDER AND WITHOUT NOTICE TO OR CONSENT OF THE LENDERS.
THE BANK OR
ITS AFFILIATES MAY RECEIVE INFORMATION REGARDING FLEETWOOD, ITS SUBSIDIARIES,
ITS AFFILIATES AND ACCOUNT DEBTORS (INCLUDING INFORMATION THAT MAY BE SUBJECT TO
CONFIDENTIALITY OBLIGATIONS IN FAVOR OF A LOAN PARTY OR SUCH SUBSIDIARY) AND
ACKNOWLEDGE THAT THE AGENT AND THE BANK SHALL BE UNDER NO OBLIGATION TO PROVIDE
SUCH INFORMATION TO THEM.
WITH RESPECT TO ITS LOANS, THE BANK SHALL HAVE THE
SAME RIGHTS AND POWERS UNDER THIS AGREEMENT AS ANY OTHER LENDER AND MAY EXERCISE
THE SAME AS THOUGH IT WERE NOT THE AGENT, AND THE TERMS "LENDER" AND "LENDERS"
INCLUDE THE BANK IN ITS INDIVIDUAL CAPACITY.
12.9