Nautilus 2009 Annual Report Download - page 303

pursuant to this Agreement. Lender plans to implement procedures that will automatically result in a debit or other draft on the above-referenced
account to collect the payments owed by Borrower pursuant to this Agreement and the Note. Notwithstanding the provisions of the preceding
sentence, Borrower hereby acknowledges and agrees that Lender’s failure to debit the above-referenced account to collect a payment owed
pursuant to this Agreement and the Note shall not relieve Borrower of Borrower’s obligation to make the payment in question.
Section 4.12 LIBOR Indemnity . If Borrower for any reason makes any payment of principal with respect to any LIBOR Rate Loan
on any day other than the last day of an Interest Period applicable to such LIBOR Rate Loan, or fails to borrow or continue or convert to a
LIBOR Rate Loan after giving a Notice of Borrowing or Conversion thereof pursuant to Section 4.5 of this Agreement, or fails to prepay a
LIBOR Rate Loan after having given notice thereof, Borrower shall pay to Lender any amount required to compensate Lender for any additional
losses, costs, or expenses that Lender reasonably may incur as a result of such payment or failure (calculated in accordance with Lender’s
standard practice at the time in question), including, without limitation, any loss (including loss of anticipated profits), costs, or expense incurred
by reason of the liquidation or re-employment of deposits or other funds required by Lender to fund or maintain such LIBOR Rate Loan.
Borrower shall pay such amount upon presentation by Lender of a statement setting forth the amount and Lender’s calculation thereof in
reasonable detail, which statement shall be deemed true and correct, absent manifest error.
Section 4.13 Changed Circumstances . Notwithstanding any other provision of this Agreement, in the event that:
(a) On any date on which the LIBOR Rate or the Applicable Floating Rate otherwise would be set Lender shall determine in
good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the LIBOR Rate or the
Applicable Floating Rate, or
(b) At any time Lender shall determine in good faith (which determination shall be final and conclusive) that:
(i) The making or continuation of or conversion of any loan to a LIBOR Rate Loan or an Applicable Floating Rate Loan
has been made impracticable or unlawful by (a) the occurrence of a contingency that materially and adversely affects the interbank
Eurodollar market, or (b) compliance by Lender in good faith with any applicable law or governmental regulation, guideline, or order or
interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request
or directive of any such governmental authority (whether or not having the force of law); or
(ii) The LIBOR Rate or the Applicable Floating Rate no longer shall represent the effective cost to Lender for United
States dollar deposits in the interbank market for deposits in which Lender regularly participates;
-
30
-