Nautilus 2005 Annual Report Download - page 93

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(d) any obligations among Borrower and its Subsidiaries, or any thereof, for sales of inventory (as that term is defined in the
Uniform Commercial Code, as in effect from time to time in Ohio) in the ordinary course of business; and
(e) any Non-Credit Party Exposure (exclusive of the amounts permitted under subparts (a), (b), (c) and (d) hereof) with respect to a
Foreign Subsidiary, not otherwise permitted under this definition, up to the aggregate amount of Five Hundred Thousand Dollars
($500,000) for such Foreign Subsidiary so long as the Non-Credit Party Exposure to all Foreign Subsidiaries incurred pursuant to this
subpart (d) does not exceed the aggregate amount of One Million Dollars ($1,000,000) at any time outstanding.
“Permitted Investment” shall mean an investment of a Company in the stock (or other debt or equity instruments) of a Person (other than
a Company), so long as (a) the Company making the investment is a Credit Party; and (b) the aggregate amount of all such investments of all
Companies does not exceed, at any time, an aggregate amount of Five Million Dollars ($5,000,000).
“Person” shall mean any individual, sole proprietorship, partnership, joint venture, unincorporated organization, corporation, limited
liability company, unlimited liability company, institution, trust, estate, government or other agency or political subdivision thereof or any
other entity.
“Pledge Agreement” shall mean each of the Pledge Agreements, substantially in the form of the attached Exhibit I , relating to the
Pledged Securities, executed and delivered to Agent, for the benefit of the Lenders, by Borrower or a Guarantor of Payment, as applicable,
dated as of the Closing Date, and any other such Pledge Agreement executed by any other Subsidiary on or after the Closing Date, as any of the
foregoing may from time to time be amended, restated or otherwise modified or replaced.
“Pledged Securities” shall mean all of the shares of capital stock or other equity interest of a Subsidiary of Borrower (other than Foreign
Subsidiaries of Dashamerica, Inc.), whether now owned or hereafter acquired or created, and all proceeds thereof; provided, however, that
Pledged Securities (a) shall only include up to sixty-five percent (65%) of the shares of capital stock or other equity interest of any first-tier
Foreign Subsidiary, and (b) shall not include the shares of capital stock or other equity interests of any lower-tier Foreign Subsidiary. Schedule
3 hereto lists, as of the Closing Date, all of the Pledged Securities.
“Prime Rate” shall mean the interest rate established from time to time by Agent as Agent’s prime rate, whether or not such rate shall be
publicly announced; the Prime Rate may not be the lowest interest rate charged by Agent for commercial or other extensions of credit. Each
change in the Prime Rate shall be effective immediately from and after such change.
“Register” shall mean that term as described in Section 10.10(i) hereof.
“Regularly Scheduled Payment Date” shall mean the last day of each March, June, September and December of each year.
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