OF THE LETTER OF CREDIT.
(II)
RESPONSIBILITIES OF THE AGENT; ISSUANCE.
AS OF THE BUSINESS DAY IMMEDIATELY PRECEDING THE REQUESTED ISSUANCE DATE OF THE
LETTER OF CREDIT, THE AGENT SHALL DETERMINE THE AMOUNT OF THE APPLICABLE UNUSED
LETTER OF CREDIT SUBFACILITY, THE AVAILABILITY OF FMC OR FRC, AS APPLICABLE AND
THE AGGREGATE AVAILABILITY.
IF (I) THE FACE AMOUNT OF THE REQUESTED LETTER OF
CREDIT IS LESS THAN THE UNUSED LETTER OF CREDIT SUBFACILITY AND (II) THE AMOUNT
OF SUCH REQUESTED LETTER OF CREDIT AND ALL COMMISSIONS, FEES, AND CHARGES DUE
FROM THE BORROWER IN CONNECTION WITH THE OPENING THEREOF WOULD NOT EXCEED THE
AVAILABILITY OF FMC OR FRC, AS APPLICABLE, THE AGENT SHALL CAUSE THE LETTER OF
CREDIT ISSUER TO ISSUE THE REQUESTED LETTER OF CREDIT ON THE REQUESTED ISSUANCE
DATE SO LONG 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 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.
9
(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