AS THE OTHER CONDITIONS HEREOF ARE MET.
(III)
NO EXTENSIONS OR AMENDMENT.
THE AGENT SHALL NOT BE OBLIGATED TO
CAUSE THE LETTER OF CREDIT ISSUER TO EXTEND OR AMEND ANY LETTER OF CREDIT ISSUED
PURSUANT HERETO UNLESS THE REQUIREMENTS OF THIS SECTION 1.4 ARE MET AS THOUGH A
NEW LETTER OF CREDIT WERE BEING REQUESTED AND ISSUED.
(E)
PAYMENTS PURSUANT TO LETTERS OF CREDIT.
EACH OF FMC OR FRC, AS
APPLICABLE, AGREES TO REIMBURSE IMMEDIATELY THE LETTER OF CREDIT ISSUER FOR ANY
DRAW UNDER ANY LETTER OF CREDIT ISSUED FOR ITS BENEFIT AND THE AGENT FOR THE
ACCOUNT OF THE REVOLVING CREDIT LENDERS UPON ANY PAYMENT PURSUANT TO ANY CREDIT
SUPPORT, AND TO PAY THE LETTER OF CREDIT ISSUER THE AMOUNT OF ALL OTHER CHARGES
AND FEES PAYABLE TO THE LETTER OF CREDIT ISSUER IN CONNECTION WITH ANY LETTER OF
CREDIT IMMEDIATELY WHEN DUE, IRRESPECTIVE OF ANY CLAIM, SETOFF, DEFENSE OR OTHER
RIGHT WHICH ANY BORROWER MAY HAVE AT ANY TIME AGAINST THE LETTER OF CREDIT
ISSUER OR ANY OTHER PERSON.
EACH DRAWING UNDER ANY LETTER OF CREDIT SHALL
CONSTITUTE A REQUEST BY THE APPLICABLE BORROWER TO THE AGENT FOR A BORROWING OF
A BASE RATE REVOLVING LOAN IN THE AMOUNT OF SUCH DRAWING.
THE FUNDING DATE WITH
RESPECT TO SUCH BORROWING SHALL BE THE DATE OF SUCH DRAWING.
(F)
INDEMNIFICATION; EXONERATION; POWER OF ATTORNEY.
(I)
INDEMNIFICATION.
IN ADDITION TO AMOUNTS PAYABLE AS ELSEWHERE
PROVIDED IN THIS SECTION 1.4, EACH OF FMC, FRC AND FLEETWOOD AGREES TO PROTECT,
INDEMNIFY, PAY AND SAVE THE LENDERS AND THE AGENT HARMLESS FROM AND AGAINST ANY
AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES, COSTS, CHARGES AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) WHICH ANY LENDER OR THE AGENT
(OTHER THAN A LENDER IN ITS CAPACITY AS LETTER OF CREDIT ISSUER) MAY INCUR OR BE
SUBJECT TO AS A CONSEQUENCE, DIRECT OR INDIRECT, OF THE ISSUANCE OF ANY LETTER
OF
8
CREDIT OR THE PROVISION OF ANY CREDIT SUPPORT OR ENHANCEMENT IN CONNECTION
THEREWITH.
THE BORROWERS' OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE PAYMENT
OF ALL OTHER OBLIGATIONS.
(II)
ASSUMPTION OF RISK BY THE BORROWERS.
AS AMONG THE BORROWERS, THE
LENDERS, AND THE AGENT BUT SUBJECT TO SUBSECTION (IV) BELOW, THE BORROWERS
ASSUME ALL RISKS OF THE ACTS AND OMISSIONS OF, OR MISUSE OF ANY OF THE LETTERS
OF CREDIT BY, THE RESPECTIVE BENEFICIARIES OF SUCH LETTERS OF CREDIT.
IN
FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, SUBJECT TO SUBSECTION (IV)
BELOW, THE LENDERS AND THE AGENT SHALL NOT BE RESPONSIBLE FOR:
(A) THE FORM,
VALIDITY, SUFFICIENCY, ACCURACY, GENUINENESS OR LEGAL EFFECT OF ANY DOCUMENT
SUBMITTED BY ANY PERSON IN CONNECTION WITH THE APPLICATION FOR AND ISSUANCE OF
AND PRESENTATION OF DRAFTS WITH RESPECT TO ANY OF THE LETTERS OF CREDIT, EVEN IF
IT SHOULD PROVE TO BE IN ANY OR ALL RESPECTS INVALID, INSUFFICIENT, INACCURATE,
FRAUDULENT OR FORGED; (B) THE VALIDITY OR SUFFICIENCY OF ANY INSTRUMENT
TRANSFERRING OR ASSIGNING OR PURPORTING TO TRANSFER OR ASSIGN ANY LETTER OF
CREDIT OR THE RIGHTS OR BENEFITS