Nautilus 2005 Annual Report Download - page 111

Section 3.4. Change of Lending Office . Each Lender agrees that, upon the occurrence of any event giving rise to the operation of
Section 3.1 or 3.2(a) hereof with respect to such Lender, it will, if requested by Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office (or an affiliate of such Lender, if practical for such Lender) for any Loans
affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the
sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage; and
provided, further, that nothing in this Section shall affect or postpone any of the obligations of Borrower or the rights of any Lender pursuant to
Section 3.1 or 3.2(a) hereof.
Section 3.5. Eurodollar Rate Lending Unlawful; Inability to Determine Rate .
(a) If any Lender shall determine (which determination shall, upon notice thereof to Borrower and Agent, be conclusive and binding on
Borrower) that, after the Closing Date, (i) the introduction of or any change in or in the interpretation of any law makes it unlawful, or (ii) any
Governmental Authority asserts that it is unlawful, for such Lender to make or continue any Loan as, or to convert (if permitted pursuant to this
Agreement) any Loan into, a Eurodollar Loan, the obligations of such Lender to make, continue or convert any such Eurodollar Loan shall,
upon such determination, be suspended until such Lender shall notify Agent that the circumstances causing such suspension no longer exist,
and all outstanding Eurodollar Loans payable to such Lender shall automatically convert into a Base Rate Loan at the end of the then current
Interest Periods with respect thereto or sooner, if required by law or such assertion.
(b) If Agent or the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the
Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Loan, or that the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Loan does not adequately and fairly reflect the cost to the Lenders of funding such Loan,
Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain such Eurodollar Loan
shall be suspended until Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, Borrower may
revoke any pending request for a borrowing of, conversion to or continuation of such Eurodollar Loan or, failing that, will be deemed to have
converted such request into a request for a borrowing of a Base Rate Loan in the amount specified therein.
ARTICLE IV. CONDITIONS PRECEDENT
Section 4.1. Conditions to Each Credit Event . The obligation of the Lenders, the Fronting Lender and the Swing Line Lender to
participate in any Credit Event shall be conditioned, in the case of each Credit Event, upon the following:
(a) all conditions precedent as listed in Section 4.2 hereof required to be satisfied prior to the first Credit Event shall have been satisfied
prior to or as of the first Credit Event;
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