LIABILITIES, EXPENSES, LOSSES, DAMAGES AND CLAIMS OF DAMAGE OR INJURY ASSERTED
AGAINST AGENT, ANY LENDER OR ANY OTHER LENDER PARTY BY ANY PERSON ARISING FROM
OR INCURRED BY REASON OF THE HANDLING OF THE FINANCING ARRANGEMENTS OF BORROWERS
AS PROVIDED HEREIN, RELIANCE BY AGENT OR ANY LENDER OR ANY OTHER LENDER PARTY ON
ANY REQUEST OR INSTRUCTION FROM BORROWING REPRESENTATIVE OR ANY OTHER ACTION
TAKEN BY AGENT, ANY LENDER OR ANY OTHER LENDER PARTY WITH RESPECT TO THIS
SECTION EXCEPT DUE TO WILLFUL MISCONDUCT OR GROSS (NOT MERE) NEGLIGENCE BY THE
INDEMNIFIED PARTY.
(D)
ALL OBLIGATIONS SHALL BE JOINT AND SEVERAL, AND EACH BORROWER SHALL
MAKE PAYMENT UPON THE MATURITY OF THE OBLIGATIONS BY ACCELERATION OR OTHERWISE,
AND SUCH OBLIGATION AND LIABILITY ON THE PART OF EACH BORROWER SHALL IN NO WAY
BE AFFECTED BY ANY EXTENSIONS, RENEWALS AND FORBEARANCE GRANTED BY AGENT ANY
LENDER OR ANY OTHER LENDER PARTY TO ANY BORROWER, FAILURE OF AGENT OR ANY
LENDER, OR ANY OTHER LENDER PARTY TO GIVE ANY BORROWER NOTICE OF BORROWING OR
ANY OTHER NOTICE, ANY FAILURE OF AGENT, ANY LENDER TO PURSUE OR PRESERVE ITS
RIGHTS AGAINST ANY BORROWER, THE RELEASE BY AGENT OR ANY LENDER OR ANY OTHER
LENDER PARTY OF ANY COLLATERAL NOW OR THEREAFTER ACQUIRED FROM ANY BORROWER, AND
SUCH AGREEMENT BY EACH BORROWER TO PAY UPON ANY NOTICE ISSUED PURSUANT THERETO
IS UNCONDITIONAL AND UNAFFECTED BY PRIOR RECOURSE BY AGENT, ANY LENDER OR ANY
OTHER LENDER PARTY TO THE OTHER BORROWERS OR ANY COLLATERAL FOR SUCH BORROWER'S
OBLIGATIONS OR THE LACK THEREOF.
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SECTION 10.2
WAIVER OF SUBROGATION.
EACH BORROWER EXPRESSLY WAIVES ANY
AND ALL RIGHTS OF SUBROGATION, REIMBURSEMENT, INDEMNITY, EXONERATION,
CONTRIBUTION OF ANY OTHER CLAIM WHICH SUCH BORROWER MAY NOW OR HEREAFTER HAVE
AGAINST THE OTHER BORROWERS OR OTHER PERSON DIRECTLY OR CONTINGENTLY LIABLE FOR
THE OBLIGATIONS HEREUNDER, OR AGAINST OR WITH RESPECT TO THE OTHER BORROWERS'
PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY PROPERTY WHICH IS COLLATERAL FOR
THE OBLIGATIONS), ARISING FROM THE EXISTENCE OR PERFORMANCE OF THIS AGREEMENT,
UNTIL TERMINATION OF THIS AGREEMENT AND REPAYMENT IN FULL OF THE OBLIGATIONS.
SECTION 10.3
PATRIOT ACT.
EACH LENDER THAT IS SUBJECT TO THE ACT (AS
HEREINAFTER DEFINED) AND THE AGENT (FOR ITSELF AND ON BEHALF OF ANY LENDER)
HEREBY NOTIFIES THE BORROWERS THAT PURSUANT TO THE REQUIREMENTS OF THE USA
PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001))
(THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES EACH BORROWER, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF
EACH BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE AGENT, AS
APPLICABLE, TO IDENTIFY THE BORROWERS IN ACCORDANCE WITH THE ACT.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
NATIONAL R.V. HOLDINGS, INC., as a
Borrower
By:
/s/ Thomas J. Martini
Name:
Thomas J. Martini
Title:
Chief Financial