Nautilus 2007 Annual Report Download - page 128

5.7 Application of Payments . The ledger balance in the main Dominion Account of US Borrower as of the end of a Business Day shall
be applied to the Obligations at the beginning of the next Business Day, during any Trigger Period. If, as a result of such application, a credit
balance exists, the balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Default or
Event of Default exists. As long as no Default or Event of Default exists, Borrower Agent may direct the application of payments received by
Agent to the Obligations; provided , however , that Agent shall retain the right to apply and reapply such payments against Obligations then due
and owing or in a manner as Agent deems reasonably advisable, notwithstanding any entry by Agent in its records.
5.8 Loan Account; Account Stated .
5.8.1 Loan Account . Agent shall maintain in accordance with its usual and customary practices an account or accounts (“ Loan
Account ”) evidencing the Debt of Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time. Any failure of
Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to
pay any amount owing hereunder. Agent may maintain a single Loan Account in the name of Borrower Agent, and each Borrower
confirms that such arrangement shall have no effect on the joint and several character of its liability for the Obligations.
5.8.2 Entries Binding . Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein
absent manifest error. 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 45 days after receipt or inspection that specific information is subject to dispute.
5.9 Taxes .
5.9.1 Payments Free of Taxes .
(a) Any and all payments by any Obligor on account of any Obligations shall be made free and clear of and without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided that if an Obligor shall be required by Applicable Law to deduct any
Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under this Section) Agent, Lender or Issuing
Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made; (ii) the Obligor
shall make such deductions; and (iii) Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in
accordance with Applicable Law. Without limiting the foregoing, Borrowers shall timely pay all Other Taxes to the relevant Governmental
Authorities.
(b) If a Tax Deduction is required by law to be made by a Borrower in respect of any interest payable by it under this Agreement and
if the clause above is unenforceable for any reason in respect of such Borrower the applicable interest rate in relation to that interest
payment shall be (i) the interest rate which would have been applied to that interest payment (as provided for in the absence of this clause),
(ii) divided by one (1) minus the minimum permissible rate at which the relevant Tax Deduction is required to be made in view of
domestic tax law or applicable Treaties (where the rate at which the relevant Tax Deduction is required to be made is, for this purpose,
expressed as a fraction of one (1)).
45