Nautilus 2009 Annual Report Download - page 296

Closing Date, even if Borrower shall not request a Revolving Loan prior to such date. In addition, if such liens searches show that Borrower’s
intellectual property is subject to liens other than Permitted Liens, Borrower shall remove such liens before Borrower shall be entitled to the first
Revolving Loan.
Each request for a Revolving Loan or a Letter of Credit under this Agreement shall constitute a representation and warranty by Borrower that all
of the foregoing conditions have been satisfied.
ARTICLE III
THE REVOLVING CREDIT FACILITY
Section 3.1 The Revolving Credit Facility Commitment . Upon satisfaction of the conditions precedent specified in Section 2.1 and
Section 2.2 of this Agreement (as applicable), and subject to the terms and conditions of this Agreement, Lender agrees to make Revolving
Loans to Borrower and issue Letters of Credit for the account of Borrower. Subject to the terms and conditions of this Agreement, Lender’s
maximum commitment in respect to Revolving Loans and Letters of Credit in respect of the credit facility described in the preceding sentence
(which credit facility is referred to in this Agreement as the “Revolving Credit Facility”) is $15,000,000.
Section 3.2 The Note . Contemporaneously with the execution of this Agreement, Borrower shall execute and deliver to Lender a
promissory note (the “Note”) in form and content satisfactory to Lender in its Permitted Discretion. The Revolving Loans extended to Borrower
pursuant to the Revolving Credit Facility shall be evidenced by and repaid by Borrower in accordance with the Note and this Agreement.
Section 3.3 The Letter of Credit Subfacility . Pursuant to the terms and conditions of this Agreement and any other applications,
documents, or agreements from Borrower to Lender related to the Letters of Credit (the “Letter of Credit Documents”), Lender shall issue
Letters of Credit up to an aggregate amount outstanding at any time of $10,000,000 for the account of Borrower (which Letters of Credit shall be
part of (and not in addition to) Lender’s commitment in respect of the Revolving Credit Facility). Each Letter of Credit outstanding on or after
the date of this Agreement shall be deemed to be an advance under the Revolving Credit Facility in an amount equal to the maximum amount of
the Letter of Credit (as such maximum amount is determined in accordance with this Section 3.3). Lender shall not be obligated to issue any
Letters of Credit on or after the Revolving Credit Facility Maturity Date. Furthermore, Lender shall not be required to issue any Letter of Credit
with a maturity date after the Revolving Credit Facility Maturity Date. The amount of a Letter of Credit at any time shall be deemed to be the
stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that by its terms, or the
terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at the time in question. Borrower agrees that it shall execute any documents that Lender in its Permitted
Discretion requires Borrower to execute in relation to the Letters of Credit. Within the foregoing limits, and subject to the terms and conditions
of this Agreement,
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