Nautilus 2005 Annual Report Download - page 96
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“Subordinated” shall mean, as applied to Indebtedness, Indebtedness that shall have been subordinated (by written terms or written
agreement being, in either case, in form and substance satisfactory to Agent and the Required Lenders) in favor of the prior payment in full of
the Obligations.
“Subsidiary” shall mean (a) a corporation more than fifty percent (50%) of the Voting Power of which is owned, directly or indirectly, by
Borrower or by one or more other subsidiaries of Borrower or by Borrower and one or more subsidiaries of Borrower, (b) a partnership, limited
liability company or unlimited liability company of which Borrower, one or more other subsidiaries of Borrower or Borrower and one or more
subsidiaries of Borrower, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has an ownership
interest greater than fifty percent (50%) of all of the ownership interests in such partnership, limited liability company or unlimited liability
company, or (c) any other Person (other than a corporation, partnership, limited liability company or unlimited liability company) in which
Borrower, one or more other subsidiaries of Borrower and one or more subsidiaries of Borrower, directly or indirectly, has at least a majority
interest in the Voting Power or the power to elect or direct the election of a majority of directors or other governing body of such Person.
“Swing Line Commitment” shall mean the commitment of the Swing Line Lender to make Swing Loans to Borrower up to the aggregate
amount at any time outstanding of Ten Million Dollars ($10,000,000).
“Swing Line Exposure” shall mean, at any time, the aggregate principal amount of all Swing Loans outstanding.
“Swing Line Lender” shall mean KeyBank National Association, as holder of the Swing Line Commitment.
“Swing Line Note” shall mean the Swing Line Note executed and delivered pursuant to Section 2.4(b) hereof.
“Swing Loan” shall mean a loan granted to Borrower by the Swing Line Lender under the Swing Line Commitment, in accordance with
Section 2.2(c) hereof.
“Swing Loan Maturity Date” shall mean, with respect to any Swing Loan, the earlier of (a) fifteen (15) days after the date such Swing
Loan is made, or (b) the last day of the Commitment Period.
“Syndication Agent” shall mean that term as defined in the first paragraph hereof.
“Taxes” shall mean any and all present or future taxes of any kind, including but not limited to, levies, imposts, duties, surtaxes, charges,
fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (together
with any interest, penalties, fines, additions to taxes or similar liabilities with respect thereto) other than Excluded Taxes.
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