Nautilus 2005 Annual Report Download - page 133

Section 9.5. Agent and Affiliates . KeyBank National Association (“KeyBank”)
and its affiliates may make loans to, issue letters of credit
for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with the Companies and Affiliates as though KeyBank were not Agent hereunder and without notice to or
consent of any Lender. Each Lender acknowledges that, pursuant to such activities, KeyBank or its affiliates may receive information regarding
any Company or any Affiliate (including information that may be subject to confidentiality obligations in favor of such Company or such
Affiliate) and acknowledge that Agent shall be under no obligation to provide such information to other Lenders. With respect to Loans and
Letters of Credit (if any), KeyBank and its affiliates shall have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though KeyBank were not Agent, and the terms “Lender” and “Lenders” include KeyBank and its affiliates, to the extent
applicable, in their individual capacities.
Section 9.6. Knowledge of Default . It is expressly understood and agreed that Agent shall be entitled to assume that no Default or Event
of Default has occurred, unless Agent has been notified by a Lender in writing that such Lender believes that a Default or Event of Default has
occurred and is continuing and specifying the nature thereof or has been notified by Borrower pursuant to Section 5.14 hereof.
Section 9.7. Action by Agent
. Subject to the other terms and conditions hereof, so long as Agent shall be entitled, pursuant to Section 9.6
hereof, to assume that no Default or Event of Default shall have occurred and be continuing, Agent shall be entitled to use its discretion with
respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any
action or actions that it may be able to take under or in respect of, this Agreement. Agent shall incur no liability under or in respect of this
Agreement by acting upon any notice, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed
by the proper party or parties, or with respect to anything that it may do or refrain from doing in the reasonable exercise of its judgment, or that
may seem to it to be necessary or desirable in the premises.
Section 9.8. Release of a Guarantor of Payment . In the event of a merger, sale of assets or other transaction permitted pursuant to
Section 5.12 hereof and so long as there is no Event of Default existing, Agent, at the request and expense of Borrower, is hereby authorized by
the Lenders to release, in connection therewith one or more Guarantors of Payment or pledge of pledged securities, and any Springing Security
Documents, as appropriate, upon the written request of Borrower.
Section 9.9. Notice of Default . In the event that Agent shall have acquired actual knowledge of any Default or Event of Default, Agent
shall promptly notify the Lenders and shall take such action and assert such rights under this Agreement as the Required Lenders shall direct
and Agent shall inform the other Lenders in writing of the action taken. Agent may take such action and assert such rights as it deems to be
advisable, in its discretion, for the protection of the interests of the holders of the Obligations.
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