Nautilus 2007 Annual Report Download - page 120

each month; (b) to Agent, for its own account, a fronting fee equal to 0.125% per annum on the stated amount of each Letter of Credit,
which fee shall be payable monthly in arrears, on the first day of each month; and (c) to Issuing Bank, for its own account, all customary
charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which
charges shall be paid as and when incurred. During an Event of Default, the fee payable under clause (a) shall be increased by 2% per
annum.
3.2.3 Agent Fees . In consideration of Agent’s syndication of the Commitments and service as Agent hereunder, Borrowers shall pay
to Agent, for its own account, the fees described in the Fee Letter.
3.3 Computation of Interest, Fees, Yield Protection
. All interest, as well as fees and other charges calculated on a per annum basis, shall
be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent of any interest, fees or interest rate
hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be
subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to
be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under
Section 3.4, 3.6, 3.7, 3.9 or 5.9 , submitted to Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and
binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt
of the certificate.
3.4 Reimbursement Obligations
. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent
for all reasonable legal, accounting, appraisal, consulting, and other reasonable fees, costs and expenses incurred by it in connection with
(a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and
actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain
priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of
Section 10.1.1(b) , each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’
s personnel or a third
party. All legal, accounting and consulting fees shall be charged to Borrowers by Agent’s professionals at their full hourly rates, regardless of
any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with
respect to this or any other transaction. All amounts payable by Borrowers under this Section shall be due on demand .
3.5 Illegality . If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest
rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell,
or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Agent, any obligation of such Lender to
make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended until such Lender notifies Agent that the
circumstances giving rise to such determination no longer exist. Upon delivery of such notice, Borrowers shall prepay or, if applicable, convert
all LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans. Upon
any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted.
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