Nautilus 2007 Annual Report Download - page 164

of Bank of America and its Affiliates may accept deposits from, maintain deposits or credit balances for, invest in, lend money to, provide Bank
Products to, act as trustee under indentures of, serve as financial or other advisor to, and generally engage in any kind of business with, Obligors
and their Affiliates, as if Bank of America were any other bank, without any duty to account therefor (including any fees or other consideration
received in connection therewith) to the other Lenders. In their individual capacity, Bank of America and its Affiliates may receive information
regarding Obligors, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and each Lender
agrees that Bank of America and its Affiliates shall be under no obligation to provide such information to Lenders, if acquired in such individual
capacity and not as Agent hereunder.
12.13 Agent Titles . Each Lender, other than Bank of America, that is designated (on the cover page of this Agreement or otherwise) by
Bank of America as an “Agent” or “Arranger” of any type shall not have any right, power, responsibility or duty under any Loan Documents
other than those applicable to all Lenders, and shall in no event be deemed to have any fiduciary relationship with any other Lender.
12.14 No Third Party Beneficiaries . This Section 12 is an agreement solely among Lenders and Agent, and shall survive Full Payment
of the Obligations. This Section 12 does not confer any rights or benefits upon Borrowers or any other Person other than as specifically set forth
herein. As between Borrowers and Agent, any action that Agent may take under any Loan Documents or with respect to any Obligations shall be
conclusively presumed to have been authorized and directed by Lenders.
SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS
13.1 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of Borrowers, Agent, Lenders, and their
respective successors and assigns, except that (a) no Borrower shall have the right to assign its rights or delegate its obligations under any Loan
Documents; and (b) any assignment by a Lender must be made in compliance with Section 13.3 . Agent may treat the Person which made any
Loan as the owner thereof for all purposes until such Person makes an assignment in accordance with Section 13.3 . Any authorization or
consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender.
13.2 Participations .
13.2.1 Permitted Participants; Effect . Any Lender may, in the ordinary course of its business and in accordance with Applicable
Law, at any time sell to a financial institution (“Participant”) a participating interest in the rights and obligations of such Lender under any
Loan Documents. Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan
Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for performance of such
obligations, such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers shall
be determined as if such Lender had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and
directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of
any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant.
A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless
Borrowers agree otherwise in writing.
13.2.2 Voting Rights . Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment,
waiver or other modification of any Loan Documents other than that which forgives principal, interest or fees, reduces the stated interest
rate or fees payable with respect to any Loan or Commitment in which such Participant has an interest, postpones the Commitment
Termination Date or any date fixed for any regularly scheduled payment of principal, interest or fees on such Loan or Commitment, or
releases any Borrower, Guarantor or substantial portion of the Collateral.
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