Nautilus 2007 Annual Report Download - page 103

Loan : a Revolver Loan or Term Loan.
Loan Account : the loan account established by each Lender on its books pursuant to Section 5.8 .
Loan Documents : this Agreement, Other Agreements and Security Documents.
Loan Year : each calendar year commencing on the Closing Date and on each anniversary of the Closing Date.
Margin Stock : as defined in Regulation U of the Board of Governors.
Material Adverse Effect : the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances,
(a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties or condition (financial or
otherwise) of US Borrower, individually, of Swiss Borrower, individually (but taking into account rights of contribution), or of the Borrowers
and their Subsidiaries taken as a whole, on the value of any material Collateral, on the enforceability of any Loan Documents, or on the validity
or priority of Agent’s Liens on any Collateral; (b) impairs the ability of any Obligor to perform any obligations under the Loan Documents,
including repayment of any Obligations; or (c) otherwise impairs the ability of Agent or any Lender to enforce or collect any Obligations or to
realize upon a material portion of the Collateral.
Material Contract : any agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan Documents) (a) that
relates to disposition of or affects the ability of Agent to realize upon (or otherwise exercise remedies with respect to) a material portion of the
Collateral; (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse
Effect; or (c) that relates to Subordinated Debt, or Debt in an aggregate amount of $5,000,000 or more.
Moody’s : Moody’s Investors Service, Inc., and its successors.
Mortgage : each mortgage, deed of trust or deed to secure debt pursuant to which a Borrower grants to Agent, for the benefit of Secured
Parties, Liens upon the Real Estate owned by such Borrower, as security for the Obligations.
Multiemployer Plan : any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Obligor or ERISA
Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
Net Proceeds
: with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by a
Borrower or Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection
therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted Lien senior to Agent’s
Liens on Collateral sold; (c) transfer or similar taxes; and (d) reserves for indemnities, until such reserves are no longer needed.
NOLV Percentage : the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly,
negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of
Borrowers’ Inventory performed by an appraiser and on terms satisfactory to Agent.
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