Nautilus 2005 Annual Report Download - page 100

and instructs Agent to apply the proceeds of any borrowing pursuant to this Section 2.2(b)(iv) to reimburse, in full (other than the
Fronting Lender’s pro rata share of such borrowing), the Fronting Lender for the amount drawn on such Letter of Credit. Each such
Revolving Loan shall be deemed to be a Base Rate Loan unless otherwise requested by and available to Borrower hereunder. Each
Lender is hereby authorized to record on its records relating to its Revolving Credit Note (or, if such Lender has not requested a
Revolving Credit Note, its records relating to Revolving Loans) such Lender’s pro rata share of the amounts paid and not reimbursed on
the Letters of Credit.
(v) Participation in Letters of Credit . If, for any reason, Agent (and the Fronting Lender if the Fronting Lender is a Lender other
than Agent) shall be unable to or, in the opinion of Agent, it shall be impracticable to, convert any Letter of Credit to a Revolving Loan
pursuant to the preceding subsection, Agent (and the Fronting Lender if the Fronting Lender is a Lender other than Agent) shall have the
right to request that each Lender purchase a participation in the amount due with respect to such Letter of Credit, and Agent shall
promptly notify each Lender thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, the
Fronting Lender hereby agrees to grant to each Lender, and each Lender hereby agrees to acquire from the Fronting Lender, an undivided
participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Lender’s Commitment
Percentage of the principal amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Agent, for the account of the
Fronting Lender, such Lender’
s ratable share of the amount due with respect to such Letter of Credit (determined in accordance with such
Lender’s Commitment Percentage). Each Lender acknowledges and agrees that its obligation to acquire participations in the amount due
under any Letter of Credit that is drawn but not reimbursed by Borrower pursuant to this subsection (v) shall be absolute and
unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of
a Default or Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim,
withholding or reduction whatsoever and whether or not such Lender’s Revolving Credit Commitment shall have been reduced or
terminated. Each Lender shall comply with its obligation under this subsection (v) by wire transfer of immediately available funds, in the
same manner as provided in Section 2.5 hereof with respect to Revolving Loans. Each Lender is hereby authorized to record on its
records such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. In addition, each Lender agrees to
risk participate in the Existing Letters of Credit as provided in subsection (vi) below.
(vi) Existing Letters of Credit . Schedule 2.2 hereto contains a description of all letters of credit issued by a Lender for the account
of a Credit Party and outstanding on, and to continue in effect after, the Closing Date. Each such letter of credit issued by a bank that is or
becomes a Lender under this Agreement on the Closing Date (each, an “Existing Letter of Credit”) shall constitute a “Letter of Credit”
for
all purposes of this Agreement, issued, for purposes of Section 2.2(b) hereof, on the Closing Date. Borrower, Agent and the Lenders
hereby agree that, from and after such date, the terms
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