Nautilus 2005 Annual Report Download - page 109

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(b) If any Lender shall have determined that, after the Closing Date, the adoption of or any change in any Requirement of Law regarding
capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with
any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority shall have the
effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder, or under or in
respect of any Letter of Credit, to a level below that which such Lender or such corporation could have achieved but for such adoption, change
or compliance (taking into consideration the policies of such Lender or corporation with respect to capital adequacy), then from time to time,
upon submission by such Lender to Borrower (with a copy to Agent) of a written request therefor (which shall include the method for
calculating such amount), Borrower shall promptly pay or cause to be paid to such Lender such additional amount or amounts as will
compensate such Lender for such reduction.
(c) A certificate as to any additional amounts payable pursuant to this Section 3.1 submitted by any Lender to Borrower (with a copy to
Agent) shall be conclusive absent manifest error. In determining any such additional amounts, such Lender may use any reasonable method of
averaging and attribution that it shall deem applicable or appropriate. The obligations of Borrower pursuant to this Section 3.1 shall survive the
termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
Section 3.2. Taxes .
(a) All payments made by any Credit Party under any Loan Document shall be made free and clear of, and without deduction or
withholding for or on account of any Taxes or Other Taxes. If any Taxes or Other Taxes are required to be deducted or withheld from any
amounts payable to Agent or any Lender thereunder, the amounts so payable to Agent or such Lender shall be increased to the extent necessary
to yield to Agent or such Lender (after deducting, withholding and payment of all Taxes and Other Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in the Loan Documents.
(b) In addition, the Credit Parties shall pay Taxes and Other Taxes to the relevant Governmental Authority in accordance with applicable
law.
(c) Whenever any Taxes or Other Taxes are required to be withheld and paid by a Credit Party, such Credit Party shall timely withhold
and pay such taxes to the relevant Governmental Authorities. As promptly as possible thereafter, Borrower shall send to Agent for its own
account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by such Credit
Party showing payment thereof or other evidence of payment reasonably acceptable to Agent or such Lender. If such Credit Party shall fail to
pay any Taxes or Other Taxes when due to the appropriate Governmental Authority or fails to remit to Agent the required receipts or other
required documentary evidence, such Credit Party and Borrower shall indemnify Agent and the appropriate Lenders on demand for any
incremental taxes, interest or penalties that may become payable by Agent or such Lender as a result of any such failure.
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