Nautilus 2009 Annual Report Download - page 301

Section 4.5 Notice of Borrowing or Conversion of Revolving Loans . Whenever Borrower desires to obtain a Revolving Loan under
this Agreement or to convert an outstanding Revolving Loan to another interest rate option hereunder, Borrower shall give Lender a written
Notice of Borrowing or Conversion (or a telephonic notice promptly confirmed by a written Notice of Borrowing or Conversion), which notice
shall be irrevocable and which must be received no later than 1:00 p.m. on the date (a) one Business Day before the day on which the requested
Revolving Loan is to be made as or converted to a Base Rate Loan or Applicable Floating Rate Loan, and (b) two Business Days before the day
on which the requested Revolving Loan is to be made or converted to a LIBOR Rate Loan. Such Notice of Borrowing or Conversion shall
specify (x) the effective date and amount of each Revolving Loan requested to be made or converted, (y) the interest rate option requested to be
applicable thereto, and (z) the duration of the applicable Interest Period, if any (subject to the provisions of the definition of the term Interest
Period). If any Notice of Borrowing or Conversion fails to specify the interest rate option applicable to the requested Revolving Loan (or the
amount to be converted), then Borrower shall be deemed to have requested a Base Rate Loan. If no Interest Period is specified in a Notice of
Borrowing or Conversion with respect to a requested LIBOR Rate Loan, then Borrower shall be deemed to have selected an Interest Period of
one month’s duration, and Lender promptly shall notify Borrower of such selection. If Lender receives a Notice of Borrowing or Conversion
after the time specified in the first sentence of this Section 4.5, such Notice of Borrowing or Conversion shall not be effective unless Lender
notifies Borrower of its intent to comply with such Notice of Borrowing or Conversion. If Lender does not receive an effective Notice of
Borrowing or Conversion with respect to an outstanding LIBOR Rate Loan prior to the end of the Interest Period of such LIBOR Rate Loan,
Borrower shall be deemed to have elected to convert such outstanding LIBOR Rate Loan in whole into a Base Rate Loan on the last day of the
then current Interest Period with respect to the LIBOR Rate Loan in question. If the written confirmation of any telephonic notification differs in
any material respect from Lender’s record of the telephonic notification, the records of Lender shall control, absent manifest error. Borrower
agrees that Lender shall have no obligation to verify the identity of any person making any request pursuant to this Section, and Borrower
assumes all risks of the validity and authorization of such requests. If Borrower and Lender enter into any cash management, treasury
management or other agreement that provides that the payment of checks and other items drawn on an account of Borrower that does not have
sufficient funds at the time of drawing are deemed to be advances of a Revolving Loan, such Revolving Loans shall be Base Rate Loans.
Section 4.6 Advances of Loan Proceeds . Lender shall cause proceeds of the Revolving Loans requested by Borrower to which
Borrower is entitled under the terms of this Agreement to be disbursed as directed by Borrower.
Section 4.7 No LIBOR Rate Loans or Applicable Floating Rate Loans When Default Exists . Notwithstanding any contrary
provisions of this Agreement, and without limiting any other rights of Lender, if a Default or an Event of Default has occurred and is continuing,
at Lender’s election, (a) Borrower may not select a LIBOR Rate Loan or an Applicable Floating Rate Loan, (b) Borrower may not convert any
Revolving Loan to a LIBOR Rate Loan or an Applicable Floating Rate Loan, and (c) no LIBOR Rate Loan may be continued as a LIBOR Rate
Loan for a new Interest Period. If a Default or an Event of Default has occurred and is continuing, at Lender’s election, each LIBOR Rate Loan
shall convert to a Base Rate Loan at the expiration of the applicable Interest Period and, at Lender’s election, all Applicable Floating Rate Loans
will be converted to Base Rate Loans.
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