Nautilus 2007 Annual Report Download - page 115

Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused
thereby. In no event shall any Borrower or other Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms.
2.1.6 Protective Advances . Agent shall be authorized, in its discretion, at any time that any conditions in Section 6.2 are not
satisfied, and without regard to the aggregate Commitments, to make Base Rate Revolver Loans (“ Protective Advances ”) (a) up to an
aggregate amount of $12,500,000 outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect
Collateral, or to enhance the collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to Obligors under any
Loan Documents, including costs, fees and expenses. Each Lender shall participate in each Protective Advance on a Pro Rata basis.
Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent. Absent such
revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.
2.1.7 Increases in Revolver Commitments . Notwithstanding anything to the contrary contained in this Agreement:
(a) Provided there exists no Default or Event of Default, upon notice to Agent (which shall promptly notify the Lenders), Borrowers
may request an increase in the Revolver Commitments to an amount not more than $125,000,000 in the aggregate. At the time of sending
such notice, Borrowers (in consultation with Agent) shall specify the time period within which each Lender is requested to respond (which
shall in no event be less than 10 Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify Agent
within such time period whether or not it agrees to increase its Commitment with respect to Loans and Letters of Credit and, if so, whether
by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time
period shall be deemed to have declined to increase such Commitment. Agent shall notify Borrowers and each Lender of the Lenders’
responses to each request made hereunder. To achieve the full amount of the requested increase, Agent may or Borrowers may, with the
prior consent of Agent, invite additional lending institutions that constitute Eligible Assignees to become Lenders pursuant to a joinder
agreement in form and substance reasonably satisfactory to Agent and its counsel.
(b) If the Revolver Commitments are increased in accordance with this Section 2.1.7 , Agent and Borrowers shall determine the
effective date (the “ Increase Effective Date ”) and the final allocation of such increase. Agent shall promptly notify Borrowers and the
Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, Borrowers shall
(i) pay to Agent (A) for the account of the Lenders that are increasing their Commitments, a closing fee, which closing fee shall be
computed on the increase in aggregate Commitments and shall be at least as many basis points as the closing fee payable to Agent for the
account of the Lenders in connection with the closing of this Agreement, and (B) for Agent’s own account the fees and reasonable
expenses of Agent incurred in connection with such increase; and (ii) deliver to Agent a certificate of each Obligor dated as of the Increase
Effective Date signed by a Senior Officer or otherwise acceptable officer of such Obligor (A) certifying and attaching the resolutions
adopted by such Obligor approving or consenting to such increase, and (B) in the case of Borrowers, certifying that, before and after giving
effect to such increase, (I) the representations and warranties contained in Section 9 and the other Loan Documents are true and correct in
all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer
to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (II) no Default or Event of
Default exists.
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