DAY OF ISSUANCE OF SUCH REQUESTED LETTER OF CREDIT, (C) WHETHER SUCH LETTER OF
CREDIT MAY BE DRAWN IN A SINGLE OR IN PARTIAL DRAWS, (D) THE BUSINESS DAY ON
WHICH THE REQUESTED LETTER OF CREDIT IS TO EXPIRE, (E) THE PURPOSE FOR WHICH
SUCH LETTER OF CREDIT IS TO BE ISSUED, AND (F) THE BENEFICIARY OF THE REQUESTED
LETTER OF CREDIT.
THE BORROWER SHALL ATTACH TO SUCH NOTICE THE PROPOSED FORM 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 AND THE AVAILABILITY.
IF (A) THE FACE AMOUNT OF THE REQUESTED
LETTER OF CREDIT IS LESS THAN THE UNUSED LETTER OF CREDIT SUBFACILITY AND
(B) 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, 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.
9
(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.
FMC 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 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 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