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
17
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
FMC BORROWERS AND THE FRC 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.
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, OR (D) DEFERRALS RENEWALS, EXTENSIONS OR REFUNDINGS OF ANY
LIABILITY OF THE TYPES REFERRED TO IN CLAUSES (A), (B) AND (C) ABOVE, ARE
"SENIOR INDEBTEDNESS" UNDER THE SUBORDINATED DEBENTURES, THE NEW SUBORDINATED
DEBENTURES AND FLEETWOOD'S GUARANTY OF THE TRUST SECURITIES.
ARTICLE 2
INTEREST AND FEES
2.1
INTEREST.
(A)
INTEREST RATES.
ALL OUTSTANDING
OBLIGATIONS SHALL BEAR