OBLIGATIONS ARISING UNDER AGENCY
DOCTRINE OF ANY APPLICABLE LAW.
INSTEAD, SUCH TERM IS USED MERELY AS A MATTER
OF MARKET CUSTOM, AND IS INTENDED TO CREATE OR REFLECT ONLY AN ADMINISTRATIVE
RELATIONSHIP BETWEEN INDEPENDENT CONTRACTING PARTIES.
EXCEPT AS EXPRESSLY
OTHERWISE PROVIDED IN THIS AGREEMENT, THE AGENT SHALL HAVE AND MAY USE ITS SOLE
DISCRETION WITH RESPECT TO EXERCISING OR REFRAINING FROM EXERCISING ANY
DISCRETIONARY RIGHTS OR TAKING OR REFRAINING FROM TAKING ANY ACTIONS WHICH THE
AGENT IS EXPRESSLY ENTITLED TO TAKE OR ASSERT UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, INCLUDING (A) THE DETERMINATION OF THE APPLICABILITY OF
INELIGIBILITY CRITERIA WITH RESPECT TO THE CALCULATION OF THE BORROWING BASE,
(B) THE MAKING OF AGENT ADVANCES PURSUANT TO SECTION 1.2(I), AND (C) THE
EXERCISE OF REMEDIES PURSUANT TO SECTION 9.2, AND ANY ACTION SO TAKEN OR NOT
TAKEN SHALL BE DEEMED CONSENTED TO BY THE LENDERS.
12.2
DELEGATION OF DUTIES.
THE AGENT MAY EXECUTE ANY
OF ITS DUTIES UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY OR THROUGH
AGENTS, EMPLOYEES OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF
COUNSEL CONCERNING ALL MATTERS PERTAINING TO SUCH DUTIES.
THE AGENT SHALL NOT
BE RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY AGENT OR ATTORNEY-IN-FACT
THAT IT SELECTS AS LONG AS SUCH SELECTION WAS MADE WITHOUT GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
12.3
LIABILITY OF THE AGENT.
NONE OF THE
AGENT-RELATED PERSONS SHALL (I) BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE
TAKEN BY ANY OF THEM UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (EXCEPT FOR ITS OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT), OR (II) BE RESPONSIBLE IN ANY MANNER TO ANY
OF THE LENDERS FOR ANY RECITAL, STATEMENT, REPRESENTATION OR WARRANTY MADE BY
THE BORROWER OR ANY
80
SUBSIDIARY OR AFFILIATE OF FLEETWOOD, OR ANY OFFICER THEREOF, CONTAINED IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, OR IN ANY CERTIFICATE, REPORT,
STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN, OR RECEIVED BY THE
AGENT UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR
THE VALIDITY, EFFECTIVENESS, GENUINENESS, ENFORCEABILITY OR SUFFICIENCY OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR ANY FAILURE OF ANY LOAN PARTY OR
ANY OTHER PARTY TO ANY LOAN DOCUMENT TO PERFORM ITS OBLIGATIONS HEREUNDER OR
THEREUNDER.
NO AGENT-RELATED PERSON SHALL BE UNDER ANY OBLIGATION TO ANY LENDER
TO ASCERTAIN OR TO INQUIRE AS TO THE OBSERVANCE OR PERFORMANCE OF ANY OF THE
AGREEMENTS CONTAINED IN, OR CONDITIONS OF, THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR TO INSPECT THE PROPERTIES, BOOKS OR RECORDS OF FLEETWOOD OR ANY OF
ITS SUBSIDIARIES OR AFFILIATES.
12.4
RELIANCE BY THE AGENT.
THE AGENT SHALL BE
ENTITLED TO RELY, AND SHALL BE FULLY PROTECTED IN RELYING, UPON ANY WRITING,
RESOLUTION, NOTICE, CONSENT, CERTIFICATE, AFFIDAVIT, LETTER, TELEGRAM,
FACSIMILE, TELEX OR TELEPHONE MESSAGE, STATEMENT OR OTHER DOCUMENT OR
CONVERSATION BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED,
SENT