Nautilus 2005 Annual Report Download - page 137

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Section 10.7. Obligations Several; No Fiduciary Obligations
. The obligations of the Lenders hereunder are several and not joint. Nothing
contained in this Agreement and no action taken by Agent or the Lenders pursuant hereto shall be deemed to constitute Agent or the Lenders a
partnership, association, joint venture or other entity. No default by any Lender hereunder shall excuse the other Lenders from any obligation
under this Agreement; but no Lender shall have or acquire any additional obligation of any kind by reason of such default. The relationship
between Borrower and the Lenders with respect to the Loan Documents and the Related Writings is and shall be solely that of debtor and
creditors, respectively, and neither Agent nor any Lender shall have any fiduciary obligation toward any Credit Party with respect to any such
documents or the transactions contemplated thereby.
Section 10.8. Execution in Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts and by facsimile signature, each of which counterparts when so executed and delivered shall be deemed to be an
original and all of which taken together shall constitute but one and the same agreement.
Section 10.9. Binding Effect; Borrower’s Assignment . This Agreement shall become effective when it shall have been executed by
Borrower, Agent and each Lender and thereafter shall be binding upon and inure to the benefit of Borrower, Agent and each of the Lenders and
their respective successors and assigns, except that Borrower shall not have the right to assign its rights hereunder or any interest herein without
the prior written consent of Agent and all of the Lenders.
Section 10.10. Lender Assignments .
(a) Assignments of Commitments . Each Lender shall have the right at any time or times to assign to an Eligible Transferee (other than to
a Lender that shall not be in compliance with this Agreement), without recourse, all or a percentage of all of the following: (i) such Lender’s
Commitment, (ii) all Loans made by that Lender, (iii) such Lender’s Notes, and (iv) such Lender’s interest in any Letter of Credit or Swing
Loan, and any participation purchased pursuant to Section 2.2(b), 2.2(c) or 8.5 hereof.
(b) Prior Consent . No assignment may be consummated pursuant to this Section 10.10 without the prior written consent of Borrower and
Agent (other than an assignment by any Lender to any affiliate of such Lender which affiliate is an Eligible Transferee and either wholly-
owned by a Lender or is wholly-owned by a Person that wholly owns, either directly or indirectly, such Lender, or to another Lender, and
which would not result in a withholding tax with respect to any payment made with respect to the Obligations or require Borrower to make any
payment under Article III hereof, or result in any illegality as contemplated in Section 3.5(a) hereof), which consent of Borrower and Agent
shall not be unreasonably withheld; provided, however, that Borrower’
s consent shall not be required if, at the time of the proposed assignment,
any Default or Event of Default shall then exist. Anything herein to the contrary notwithstanding, any Lender may at any time make a collateral
assignment of all or any portion of its rights under the Loan Documents to a Federal Reserve Bank, and no such assignment shall release such
assigning Lender from its obligations hereunder.
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