Nautilus 2005 Annual Report Download - page 134

Section 9.10. Delegation of Duties . Agent may execute any of its duties under this Agreement or any other Loan Document by or
through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters
pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct, as determined by a court of competent jurisdiction.
Section 9.11. Indemnification of Agent . The Lenders agree to indemnify Agent (to the extent not reimbursed by Borrower) ratably,
according to their respective Commitment Percentages, 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 in its capacity as agent in any way relating to or arising out of this Agreement or any Loan Document or
any action taken or omitted by Agent with respect to this Agreement or any Loan Document, provided that no Lender shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or
disbursements resulting from Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction, or from any
action taken or omitted by Agent in any capacity other than as agent under this Agreement or any other Loan Document. No action taken in
accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of
this Section 9.11. The undertaking in this Section 9.11 shall survive repayment of the Loans, cancellation of the Notes, if any, expiration or
termination of the Letters of Credit, any foreclosure under, or modification, release or discharge of, any or all of the Springing Security
Documents, termination of this Agreement and the resignation or replacement of the agent.
Section 9.12. Successor Agent . Agent may resign as agent hereunder by giving not fewer than thirty (30) days prior written notice to
Borrower and the Lenders. If Agent shall resign under this Agreement, then either (a) the Required Lenders shall appoint from among the
Lenders a successor agent for the Lenders (with the consent of Borrower so long as an Event of Default has not occurred and which consent
shall not be unreasonably withheld), or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period
following Agent’
s notice to the Lenders of its resignation, then Agent shall appoint a successor agent that shall serve as agent until such time as
the Required Lenders appoint a successor agent. Upon its appointment, such successor agent shall succeed to the rights, powers and duties as
agent, and the term “Agent” shall mean such successor effective upon its appointment, and the former agent’s rights, powers and duties as
agent shall be terminated without any other or further act or deed on the part of such former agent or any of the parties to this Agreement.
Section 9.13. Other Agents . As used in this Agreement, the term “Agent”
shall only include Agent. The Syndication Agent shall not have
any rights, obligations or responsibilities hereunder in such capacity.
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