Nautilus 2007 Annual Report Download - page 165

13.2.3 Benefit of Set-Off . Borrowers agree that each Participant shall have a right of set-off in respect of its participating interest to
the same extent as if such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any
participating interests sold by it. By exercising any right of set-off, a Participant agrees to share with Lenders all amounts received through
its set-off, in accordance with Section 12.5 as if such Participant were a Lender.
13.3 Assignments .
13.3.1 Permitted Assignments . A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan
Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations
under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise
agreed by Agent in its discretion) and integral multiples of $5,000,000 in excess of that amount; (b) except in the case of an assignment in
whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least
$10,000,000 (unless otherwise agreed by Agent in its discretion); and (c) the parties to each such assignment shall execute and deliver to
Agent, for its acceptance and recording, an Assignment and Acceptance; provided , however , that (i) the total number of creditors (other
than Qualifying Banks) of the Swiss Borrower under the Loan Documents shall not at any time exceed the number of ten (10), in each case
in accordance with the meaning of the Guidelines and (ii) the total number of creditors (other than Qualifying Banks) to whom the Swiss
Borrower has Debt outstanding shall not at any time exceed the number of twenty (20), in each case in accordance with the meaning of the
Guidelines, as a result of such assignment or transfer, and provided further that the new Lender is a Treaty Lender. Nothing herein shall
limit the right of a Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or the United States
Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal
Reserve Bank, or (ii) counterparties to swap agreements relating to any Loans; provided , however , that any payment by Borrowers to the
assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy Borrowers’ obligations hereunder to the
extent of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder.
13.3.2 Effect; Effective Date . Upon delivery to Agent of an assignment notice in the form of Exhibit D and a processing fee of
$3,500 (unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies
with this Section 13.3 . From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and
shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender, Agent and
Borrowers shall make appropriate arrangements for issuance of replacement and/or new Notes, as applicable. The transferee Lender shall
comply with Section 5.10 and deliver, upon request, an administrative questionnaire reasonably satisfactory to Agent.
SECTION 14. MISCELLANEOUS
14.1 Consents, Amendments and Waivers .
14.1.1 Amendment . No modification of any Loan Document, including any extension or amendment of a Loan Document or any
waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required
Lenders) and each Obligor party to such Loan Document; provided, however, that
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