Nautilus 2007 Annual Report Download - page 116

2.2 Term Loan Commitment .
2.2.1 Term Loans
. Each Lender agrees, severally on a Pro Rata basis up to its Term Loan Commitment, on the terms set forth herein,
to make a Term Loan to Borrowers. The Term Loans shall be funded by Lenders on the Closing Date. The Term Loan Commitment of
each Lender shall expire upon the funding by Lenders of the Term Loans. Once repaid, whether such repayment is voluntary or required,
Term Loans may not be reborrowed.
2.2.2 Term Notes . The Term Loan made by each Lender and interest accruing thereon shall be evidenced by the records of Agent
and such Lender. At the request of any Lender, Borrowers shall deliver a Term Note to such Lender.
2.3 Letter of Credit Facility .
2.3.1 Issuance of Letters of Credit . Issuing Bank agrees to issue Letters of Credit from time to time until 30 days prior to the
Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:
(a) Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is conditioned upon Issuing Bank’s
receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing
Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation to issue
any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested
date of issuance; and (ii) each LC Condition is satisfied. If Issuing Bank receives written notice from a Lender at least five Business Days
before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the
requested Letter of Credit (or any other) until such notice is withdrawn in writing by that Lender or until Required Lenders have waived
such condition in accordance with this Agreement. Prior to receipt of any such notice, Issuing Bank shall not be deemed to have
knowledge of any failure of LC Conditions.
(b) Letters of Credit may be requested by a Borrower only (i) to support obligations of such Borrower incurred in the Ordinary
Course of Business; or (ii) for other purposes as Agent may approve from time to time in writing. The renewal or extension of any Letter
of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the
discretion of Issuing Bank.
(c) Borrowers assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with
issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality,
quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in
the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form,
validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or
order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit
or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods,
shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation
of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from
causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority. The rights
and remedies of Issuing Bank under the Loan Documents shall be cumulative. Issuing Bank shall be fully subrogated to the rights and
remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit.
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