Nautilus 2005 Annual Report Download - page 99

Business Days prior to the day upon which the Letter of Credit is to be issued. Each such request shall be in a form acceptable to Agent
(and the Fronting Lender, if the Fronting Lender is a Lender other than Agent) and shall specify the face amount thereof, the account
party, the beneficiary, the intended date of issuance, the expiry date thereof, and the nature of the transaction to be supported thereby.
Concurrently with each such request, Borrower, and any Guarantor of Payment for whose account the Letter of Credit is to be issued,
shall execute and deliver to the Fronting Lender an appropriate application and agreement, being in the standard form of the Fronting
Lender for such letters of credit, as amended to conform to the provisions of this Agreement if required by Agent. Agent shall give the
Fronting Lender and each Lender notice of each such request for a Letter of Credit.
(iii) Standby Letters of Credit . With respect to each Letter of Credit and the drafts thereunder, if any, whether issued for the
account of Borrower or any other Credit Party, Borrower agrees to (A) pay to Agent, for the pro rata benefit of the Lenders, a non-
refundable commission based upon the face amount of such Letter of Credit, which shall be paid quarterly in arrears, on each Regularly
Scheduled Payment Date, at the rate of the Applicable Margin for Eurodollar Loans (in effect on the Regularly Scheduled Payment Date)
multiplied by the face amount of such Letter of Credit; (B) pay to Agent, for the sole benefit of the Fronting Lender that is issuing or has
issued such Letter of Credit, an additional Letter of Credit fee, which shall be paid on each date that such Letter of Credit shall be issued,
amended or renewed at the rate of one-eighth percent (1/8%) of the face amount of such Letter of Credit; and (C) pay to Agent, for the
sole benefit of the Fronting Lender that is issuing or has issued such Letter of Credit, such other issuance, amendment, negotiation, draw,
acceptance, telex, courier, postage and similar transactional fees as are generally charged by the Fronting Lender of such Letter of Credit
under its fee schedule as in effect from time to time.
(iv) Refunding of Letters of Credit with Revolving Loans
. Whenever a Letter of Credit shall be drawn, Borrower shall immediately
reimburse Agent for the amount drawn. Agent will forward such payment to the Fronting Lender on the Letter of Credit that was drawn.
In the event that the amount drawn shall not have been reimbursed to Agent by Borrower on the date of the drawing of such Letter of
Credit, Borrower shall be deemed to have requested a Revolving Loan, subject to the provisions of Sections 2.2(a) and 2.5 hereof, in the
amount drawn. Such Revolving Loan shall be evidenced by the Revolving Credit Notes (or, if a Lender has not requested a Revolving
Credit Note, by the records of Agent and such Lender). Each Lender agrees to make a Revolving Loan on the date of such notice, subject
to no conditions precedent whatsoever. Each Lender acknowledges and agrees that its obligation to make a Revolving Loan pursuant to
Section 2.2(a) hereof when required by this Section 2.2(b)(iv) shall be absolute and unconditional and shall not be affected by any
circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its
payment to Agent, for the account of the Fronting Lender, of the proceeds of such Revolving Loan shall be made without any offset,
abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender’s Revolving Credit
Commitment shall have been reduced or terminated. Borrower irrevocably authorizes
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