Nautilus 2005 Annual Report Download - page 135

ARTICLE X. MISCELLANEOUS
Section 10.1. Lenders’ Independent Investigation . Each Lender, by its signature to this Agreement, acknowledges and agrees that Agent
has made no representation or warranty, express or implied, with respect to the creditworthiness, financial condition, or any other condition of
any Company or with respect to the statements contained in any information memorandum furnished in connection herewith or in any other
oral or written communication between Agent and such Lender. Each Lender represents that it has made and shall continue to make its own
independent investigation of the creditworthiness, financial condition and affairs of the Companies in connection with the extension of credit
hereunder, and agrees that Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or
other information with respect thereto (other than such notices as may be expressly required to be given by Agent to the Lenders hereunder),
whether coming into its possession before the first Credit Event hereunder or at any time or times thereafter. Each Lender further represents
that it has reviewed each of the Loan Documents.
Section 10.2. No Waiver; Cumulative Remedies . No omission or course of dealing on the part of Agent, any Lender or the holder of any
Note (or, if there is no Note, the holder of the interest as reflected on the books and records of Agent) in exercising any right, power or remedy
hereunder or under any of the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or under any of
the Loan Documents. The remedies herein provided are cumulative and in addition to any other rights, powers or privileges held by operation
of law, by contract or otherwise.
Section 10.3. Amendments, Waivers and Consents .
(a) General Rule . No amendment, modification, termination, or waiver of any provision of any Loan Document nor consent to any
variance therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.
(b) Exceptions to the General Rule
. Anything herein to the contrary notwithstanding, unanimous consent of the Lenders shall be required
with respect to (i) any increase in the Commitment hereunder, (ii) the extension of maturity of the Loans, the payment date of interest or
scheduled principal thereunder, or the payment date of facility or other fees payable hereunder, (iii) any reduction in the rate basis of interest on
the Loans (provided that the institution of the Default Rate and a subsequent removal of the Default Rate shall not constitute a decrease in
interest rate pursuant to this Section 10.3), or in any amount of interest or scheduled principal due on any Loan, or the payment of facility or
other fees hereunder or any change in the manner of pro rata application of any payments made by Borrower to the Lenders hereunder, (iv) any
change in any percentage voting requirement, voting rights, or the Required Lenders definition in this Agreement, (v) the release of any
Guarantor of Payment or any material amount of collateral, except as specifically permitted hereunder, or (vi) any amendment to this
Section 10.3 or Section 8.5 hereof.
57