SEVERAL
CHARACTER OF ITS LIABILITY FOR THE OBLIGATIONS.
53
5.7.2
ENTRIES BINDING.
ENTRIES MADE IN THE LOAN ACCOUNT SHALL CONSTITUTE
PRESUMPTIVE EVIDENCE OF THE INFORMATION CONTAINED THEREIN.
IF ANY INFORMATION
CONTAINED IN THE LOAN ACCOUNT IS PROVIDED TO OR INSPECTED BY ANY PERSON, THEN
SUCH INFORMATION SHALL BE CONCLUSIVE AND BINDING ON SUCH PERSON FOR ALL PURPOSES
ABSENT MANIFEST ERROR, EXCEPT TO THE EXTENT SUCH PERSON NOTIFIES AGENT IN
WRITING WITHIN 30 DAYS AFTER RECEIPT OR INSPECTION THAT SPECIFIC INFORMATION IS
SUBJECT TO DISPUTE.
5.7.3
REGISTER.
AGENT, ACTING SOLELY FOR THIS PURPOSE AS AN AGENT OF THE
BORROWERS, ALSO SHALL MAINTAIN A REGISTER FOR THE RECORDATION OF THE NAMES AND
ADDRESSES OF THE LENDERS AND THE PRINCIPAL AMOUNTS OF THE LOANS OWING TO EACH
LENDER PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER").
THE
ENTRIES IN THE REGISTER SHALL BE CONCLUSIVE, AND THE BORROWER, AGENT AND THE
LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS A LENDER
FOR ALL PURPOSES OF THIS AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY.
THE
REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER AND ANY LENDER, AT
ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
5.8
Taxes.
5.8.1
PAYMENTS FREE OF TAXES.
ALL PAYMENTS BY OBLIGORS OF OBLIGATIONS
SHALL BE FREE AND CLEAR OF AND WITHOUT REDUCTION FOR ANY TAXES.
IF APPLICABLE
LAW REQUIRES ANY OBLIGOR OR AGENT TO WITHHOLD OR DEDUCT ANY TAX (INCLUDING
BACKUP WITHHOLDING OR WITHHOLDING TAX), THE WITHHOLDING OR DEDUCTION SHALL BE
BASED ON INFORMATION PROVIDED PURSUANT TO SECTION 5.9 AND AGENT SHALL PAY THE
AMOUNT WITHHELD OR DEDUCTED TO THE RELEVANT GOVERNMENT AUTHORITY.
IF THE
WITHHOLDING OR DEDUCTION IS MADE ON ACCOUNT OF INDEMNIFIED TAXES OR OTHER TAXES,
THE SUM PAYABLE BY OBLIGORS SHALL BE INCREASED SO THAT AGENT, LENDER OR ISSUING
BANK, AS APPLICABLE, RECEIVES AN AMOUNT EQUAL TO THE SUM IT WOULD HAVE RECEIVED
IF NO SUCH WITHHOLDING OR DEDUCTION (INCLUDING DEDUCTIONS APPLICABLE TO
ADDITIONAL SUMS PAYABLE UNDER THIS SECTION) HAD BEEN MADE.
WITHOUT LIMITING THE
FOREGOING, OBLIGORS SHALL TIMELY PAY ALL OTHER TAXES TO THE RELEVANT
GOVERNMENTAL AUTHORITIES.
5.8.2
PAYMENT.
OBLIGORS SHALL INDEMNIFY, HOLD HARMLESS AND REIMBURSE
(WITHIN 10 DAYS AFTER DEMAND THEREFOR) AGENT, LENDERS AND ISSUING BANK FOR ANY
INDEMNIFIED TAXES OR OTHER TAXES (INCLUDING INDEMNIFIED TAXES AND OTHER TAXES
ATTRIBUTABLE TO AMOUNTS PAYABLE UNDER THIS SECTION) WITHHELD OR DEDUCTED BY ANY
OBLIGOR OR AGENT, OR PAID BY AGENT, ANY LENDER OR ISSUING BANK, WITH RESPECT TO
ANY OBLIGATIONS, LETTERS OF CREDIT OR LOAN DOCUMENTS, WHETHER OR NOT SUCH TAXES
WERE PROPERLY ASSERTED BY THE RELEVANT GOVERNMENTAL AUTHORITY, AND INCLUDING ALL
PENALTIES, INTEREST AND REASONABLE EXPENSES RELATING THERETO.
A CERTIFICATE AS
TO THE AMOUNT OF ANY SUCH PAYMENT OR LIABILITY DELIVERED TO BORROWER AGENT BY
AGENT, OR BY A LENDER OR ISSUING BANK (WITH A COPY TO AGENT), SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
AS SOON AS PRACTICABLE AFTER ANY PAYMENT OF
TAXES BY AN OBLIGOR, BORROWER AGENT SHALL DELIVER TO AGENT A