Nautilus 2005 Annual Report Download - page 131

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(b) the principal of and interest then outstanding on all of the Loans, and all of the other Obligations, shall thereupon become and
thereafter be immediately due and payable in full (if the Obligations are not already due and payable), all without any presentment, demand or
notice of any kind, which are hereby waived by Borrower.
Section 8.3. Letters of Credit . If the maturity of the Obligations shall be accelerated pursuant to Section 8.1 or 8.2 hereof, Borrower shall
immediately deposit with Agent, as security for the obligations of Borrower and any Guarantor of Payment to reimburse Agent and the Lenders
for any then outstanding Letters of Credit, cash equal to the sum of the aggregate undrawn balance of any then outstanding Letters of Credit.
Agent and the Lenders are hereby authorized, at their option, to deduct any and all such amounts from any deposit balances then owing by any
Lender (or any affiliate of such Lender, wherever located) to or for the credit or account of any Credit Party, as security for the obligations of
Borrower and any Guarantor of Payment to reimburse Agent and the Lenders for any then outstanding Letters of Credit.
Section 8.4. Offsets . If there shall occur or exist any Event of Default referred to in Section 7.12 hereof or if the maturity of the
Obligations is accelerated pursuant to Section 8.1 or 8.2 hereof, each Lender shall have the right at any time to set off against, and to
appropriate and apply toward the payment of, any and all of the Obligations then owing by Borrower or a Guarantor of Payment to such Lender
(including, without limitation, any participation purchased or to be purchased pursuant to Section 2.2(b), 2.2(c) or 8.5 hereof), whether or not
the same shall then have matured, any and all deposit (general or special) balances and all other indebtedness then held or owing by such
Lender (including, without limitation, by branches and agencies or any affiliate of such Lender, wherever located) to or for the credit or
account of Borrower or any Guarantor of Payment, all without notice to or demand upon Borrower or any other Person, all such notices and
demands being hereby expressly waived by Borrower.
Section 8.5. Equalization Provision . Each Lender agrees with the other Lenders that if it, at any time, shall obtain any Advantage over
the other Lenders or any thereof in respect of the Obligations (except as to Swing Loans and Letters of Credit prior to Agent’s giving of notice
to participate and except under Article III hereof), it shall purchase from the other Lenders, for cash and at par, such additional participation in
the Obligations as shall be necessary to nullify the Advantage. If any such Advantage resulting in the purchase of an additional participation as
aforesaid shall be recovered in whole or in part from the Lender receiving the Advantage, each such purchase shall be rescinded, and the
purchase price restored (but without interest unless the Lender receiving the Advantage is required to pay interest on the Advantage to the
Person recovering the Advantage from such Lender) ratably to the extent of the recovery. Each Lender further agrees with the other Lenders
that if it at any time shall receive any payment for or on behalf of Borrower on any indebtedness owing by Borrower to that Lender pursuant to
this Agreement (whether by voluntary payment, by realization upon security, by reason of offset of any deposit or other indebtedness, by
counterclaim or cross-action, by the enforcement of any right under any Loan Document, or otherwise), it will apply such payment first to any
and all Obligations owing by Borrower to that Lender (including, without limitation, any participation purchased or to be purchased pursuant to
this Section 8.5 or any other Section of this Agreement). Each Credit Party agrees that any Lender so purchasing a participation from the other
Lenders or any thereof pursuant to this Section 8.5 may exercise all of its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.
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