Nautilus 2001 Annual Report Download - page 80

unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any
information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any
rights to privacy it may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as
well as all notices of any repurchaser of such participation interests. Borrower also agrees that the purchasers of ay such participation interests
will be considered as the absolute owners of such interests in the Loans and will have all the rights granted under the participation agreement or
agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now
or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser
may enforce Borrower's obligation under the Loans irrespective of the failure or insolvency of any holder of any interest in the Loans. Borrower
further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that
Borrower may have against Lender.
COSTS AND EXPENSES. Borrower agrees to pay upon demand all of Lender's expenses, including without limitation attorneys' fees, incurred
in connection with the enforcement, modification and collection of this Agreement or in connection with the Loans made pursuant to this
Agreement. Lender may pay someone else to help collect the Loans and to enforce this Agreement, and Borrower will pay that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit,
including attorneys' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. Borrower also will pay any court costs, in addition to all other sums provided by law.
NOTICES. All notices required to be given under this Agreement shall be given in writing, may be sent by telefacsimile (unless otherwise
required by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier or deposited
in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown above. Any
party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of
the notice is to change the party's address. To the extent permitted by applicable law, if there is more than one Borrower, notice to any
Borrower will constitute notice to all Borrowers. For notice purposes, Borrowers will keep Lender informed at all times of Borrower's current
address(es).
SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or
circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any
such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision
cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.
SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of any provisions of this Agreement makes it appropriate,
including without limitation any representation, warranty or covenant, the word "Borrower" as used herein shall include all subsidiaries and
affiliates of Borrower. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to
make any Loan or other financial accommodation to any subsidiary or affiliate of Borrower.
SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on behalf of Borrower shall bind its successors and assigns and
shall inure to the benefit of Lender, its successors and assigns. Borrower shall not, however, have the right to assign its rights under this
Agreement or any interest therein, without the prior written consent of Lender.
SURVIVAL. All warranties, representations, and covenants made by Borrower in this Agreement or in any certificate or other instrument
delivered by Borrower to Lender under this Agreement shall be considered to have been relied upon by Lender and will survive the making of
the Loan and delivery to Lender of the Related Documents, regardless of any investigation made by Lender or on Lender's behalf.
2002. EDGAR Online, Inc.