HOLDINGS
SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN MADE BY SUCH BORROWER AND SHALL BE
BINDING UPON AND ENFORCEABLE AGAINST SUCH BORROWER TO THE SAME EXTENT AS IF THE
SAME HAD BEEN MADE DIRECTLY BY SUCH BORROWER.
(B)
ALL BORROWERS ACKNOWLEDGE AND AGREE THAT THE BORROWERS ARE ENGAGED
IN AN INTEGRATED OPERATION THAT REQUIRES FINANCING ON THE BASIS OF CREDIT
AVAILABILITY TO EACH BORROWER, THAT THE CO-BORROWING ARRANGEMENT HAS BEEN
ESTABLISHED AT THE REQUEST OF THE BORROWERS, AND THAT EACH BORROWER EXPECTS TO
DERIVE, DIRECTLY OR INDIRECTLY, BENEFIT FROM SUCH CREDIT AVAILABILITY TO THE
OTHER BORROWERS.
NEITHER THE AGENT NOR THE LETTER OF CREDIT ISSUER NOR ANY
LENDER SHALL INCUR ANY LIABILITY TO BORROWERS OR ANY OTHER LOAN PARTY AS A
RESULT OF THE CO-BORROWING ARRANGEMENT ESTABLISHED BY THIS AGREEMENT AND SHALL
NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO THE BORROWERS TO INQUIRE INTO THE
ALLOCATION, APPORTIONMENT OR USE OF THE PROCEEDS OF ANY LOANS OR EXTENSIONS OF
CREDIT HEREUNDER.
TO INDUCE THE AGENT, THE LETTER OF CREDIT ISSUER AND THE
LENDERS TO ESTABLISH THIS CO-BORROWING ARRANGEMENT AND IN CONSIDERATION THEREOF,
EACH BORROWER HEREBY INDEMNIFIES THE AGENT, THE LETTER OF CREDIT ISSUER AND THE
LENDERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND AGREES TO HOLD EACH OF
THEM HARMLESS FROM ANY AND ALL LIABILITIES, EXPENSES, LOSSES, DAMAGES AND CLAIMS
ASSERTED AGAINST THEM BY ANY PERSON ARISING FROM OR INCURRED BY REASON OF THE
HANDLING OF THE FINANCING ARRANGEMENTS OF THE BORROWERS AS PROVIDED IN THIS
AGREEMENT, ANY RELIANCE BY THE AGENT, THE LETTER OF CREDIT ISSUER OR ANY LENDER
ON ANY DOCUMENT, REQUEST OR INSTRUCTION GIVEN BY THE AGENTS DESIGNATED BY THE
BORROWERS HEREIN TO ACT ON THEIR BEHALF OR ANY OTHER ACTION TAKEN BY THE AGENT,
THE LETTER OF CREDIT ISSUER OR THE LENDERS WITH RESPECT TO THE CO-BORROWING
ARRANGEMENT; PROVIDED, HOWEVER, THAT NO BORROWER SHALL HAVE AN OBLIGATION TO
INDEMNIFY ANY OF THE AGENT, THE LETTER OF CREDIT ISSUER OR ANY LENDER UNDER THIS
SECTION 1.7 WITH RESPECT TO ANY LIABILITIES FINALLY DETERMINED BY A COURT OF
COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.
THE AGREEMENTS OF THE BORROWERS
CONTAINED IN THIS SECTION 1.7 SHALL SURVIVE PAYMENT OF ALL OTHER OBLIGATIONS.
18
1.8
Senior Indebtedness.
All Obligations of Fleetwood under this
Agreement and the other Loan Documents, and all rights of contribution,
indemnity, subrogation and reimbursement relating to the Obligations of any Loan
Party with respect to Fleetwood, are "Senior Indebtedness" under the 2003
Subordinated Debentures.
All Obligations of Fleetwood under this Agreement and
the other Loan Documents to the extent such Obligations are (A) liabilities of
Fleetwood for borrowed money or under any reimbursement obligation relating to a
letter of credit, surety bond or similar instrument, or (B) liabilities of
Fleetwood evidenced by a bond, note, debenture or similar instrument, or
(C) liabilities of others described in the preceding clauses (A) and (B) that
Fleetwood has guaranteed or that are otherwise its legal liability,