Nautilus 2005 Annual Report Download - page 136

(c) Generally . Notice of amendments or consents ratified by the Lenders hereunder shall be forwarded by Agent to all of the Lenders.
Each Lender or other holder of a Note (or interest in any Loan) shall be bound by any amendment, waiver or consent obtained as authorized by
this Section 10.3, regardless of its failure to agree thereto.
Section 10.4. Notices . All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to
Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement, if to Agent or a Lender,
mailed or delivered to it, addressed to the address of Agent or such Lender specified on the signature pages of this Agreement, or, as to each
party, at such other address as shall be designated by such party in a written notice to each of the other parties. All notices, statements, requests,
demands and other communications provided for hereunder shall be given by overnight delivery or first class mail with postage prepaid by
registered or certified mail, addressed as aforesaid, or sent by facsimile with telephonic confirmation of receipt, except that all notices
hereunder shall not be effective until received.
Section 10.5. Costs, Expenses and Taxes . Borrower agrees to pay on demand all costs and expenses of Agent and all Related Expenses,
including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and
expenses, of Agent in connection with the preparation, negotiation and closing of the Loan Documents and the administration of the Loan
Documents, the collection and disbursement of all funds hereunder and the other instruments and documents to be delivered hereunder,
(b) extraordinary expenses of Agent in connection with the administration of the Loan Documents and the other instruments and documents to
be delivered hereunder, and (c) the reasonable fees and out-of-pocket expenses of special counsel for Agent, with respect to the foregoing, and
of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and
expenses of Agent and the Lenders, including reasonable attorneys’ fees and expenses, in connection with the restructuring or enforcement of
the Obligations, this Agreement or any Related Writing. In addition, Borrower shall pay any and all stamp, transfer, documentary and other
taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the Loan
Documents, and the other instruments and documents to be delivered hereunder, and agrees to hold Agent and each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay in paying or failure to pay such taxes or fees.
Section 10.6. Indemnification . Borrower agrees to defend, indemnify and hold harmless Agent and the Lenders (and their respective
affiliates, officers, directors, attorneys, agents and employees) from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by or asserted against Agent or any Lender in connection with any investigative, administrative or judicial proceeding (whether or
not such Lender or Agent shall be designated a party thereto) or any other claim by any Person relating to or arising out of any Loan Document
or any actual or proposed use of proceeds of the Loans or any of the Obligations, or any activities of any Company or its Affiliates; provided
that no Lender nor Agent shall have the right to be indemnified under this Section 10.6 for its own gross negligence or willful misconduct as
determined by a court of competent jurisdiction. All obligations provided for in this Section 10.6 shall survive any termination of this
Agreement.
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