SHALL BE DEEMED CORRECT, ACCURATE, AND BINDING ON THE BORROWERS AND AN
ACCOUNT STATED (EXCEPT FOR REVERSALS AND REAPPLICATIONS OF PAYMENTS MADE AS
PROVIDED IN SECTION 3.8 AND CORRECTIONS OF ERRORS DISCOVERED BY THE AGENT),
UNLESS THE BORROWERS NOTIFY THE AGENT IN WRITING TO THE CONTRARY WITHIN THIRTY
(30) DAYS AFTER SUCH STATEMENT IS RENDERED.
IN THE EVENT A TIMELY WRITTEN
NOTICE OF OBJECTIONS IS GIVEN BY THE BORROWERS, ONLY THE ITEMS TO WHICH
EXCEPTION IS EXPRESSLY MADE WILL BE CONSIDERED TO BE DISPUTED BY THE BORROWERS.
3.11
RELEASE OF FRC BORROWER.
PROVIDED THAT NO
DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING (OR WOULD OCCUR OR
EXIST AS A RESULT OF OR FOLLOWING THE RELEASE OF AN FRC BORROWER PURSUANT TO
THIS SECTION 3.11), FLEETWOOD SHALL HAVE THE RIGHT, SUBJECT TO THE PROVISIONS OF
THIS SECTION 3.11, TO OBTAIN A RELEASE OF AN FRC BORROWER (EACH, AN "FRC
BORROWER RELEASE") FROM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (INCLUDING WITHOUT LIMITATION, IN CONNECTION WITH ANY FRC
DISPOSITION).
IN THE EVENT FLEETWOOD SEEKS TO OBTAIN AN FRC BORROWER RELEASE,
THE AGENT SHALL RELEASE SUCH FRC BORROWER (EACH A "RELEASED FRC BORROWER") FROM
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, BUT ONLY UPON SATISFACTION OF ALL
OF THE FOLLOWING CONDITIONS:
(A)
ANY REQUEST FOR AN FRC BORROWER RELEASE
SHALL BE MADE IN WRITING TO THE AGENT NO LESS THAN FIVE (5) BUSINESS DAYS PRIOR
TO THE DATE OF THE REQUESTED FRC BORROWER RELEASE;
(B)
THE FRC BORROWERS MAKE ANY PAYMENT REQUIRED
PURSUANT TO SECTION 3.4(E) IN CONNECTION WITH SUCH FRC BORROWER RELEASE;
(C)
THE FRC BORROWERS SHALL PAY ALL OF THE
AGENT'S REASONABLE COSTS AND EXPENSES, INCLUDING COUNSEL FEES AND DISBURSEMENTS,
INCURRED IN CONNECTION WITH THE FRC BORROWER RELEASE AND THE REVIEW AND APPROVAL
OF THE DOCUMENTS AND INFORMATION REQUIRED TO BE DELIVERED IN CONNECTION
THEREWITH; AND
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(D)
THE FRC BORROWERS SHALL DELIVER TO THE AGENT
SIMULTANEOUSLY WITH THE REQUEST REFERRED TO IN CLAUSE (A) ABOVE, AN FRC
BORROWING BASE CERTIFICATE SIGNED BY AN AUTHORIZED OFFICER OF FRC, REPRESENTING
AND CERTIFYING THE PRO FORMA CALCULATIONS AFTER GIVING EFFECT TO THE PROPOSED
FRC BORROWER RELEASE.
Upon the release of an FRC Borrower pursuant to the provisions of this
Section 3.11, at the request of such FRC Borrower, all Liens granted by such FRC
Borrower pursuant to the Loan Documents shall also be released provided that
Borrowers have provided Agent with release documents in form and substance
reasonably satisfactory to Agent.
ARTICLE 4
TAXES, YIELD PROTECTION AND ILLEGALITY
4.1
TAXES.
(A)
ANY AND ALL PAYMENTS BY THE BORROWERS TO
EACH LENDER OR THE AGENT UNDER THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT SHALL
BE MADE FREE AND CLEAR OF, AND WITHOUT DEDUCTION OR WITHHOLDING FOR ANY TAXES.
IN ADDITION, THE BORROWERS SHALL PAY ALL OTHER TAXES.
(B)
EACH BORROWER AGREES TO INDEMNIFY AND HOLD
HARMLESS EACH LENDER AND THE AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES
(INCLUDING ANY TAXES OR OTHER TAXES IMPOSED