Nautilus 2007 Annual Report Download - page 107

Pro Rata : with respect to any Lender, a percentage (carried out to the ninth decimal place) determined (a) while Revolver Commitments
are outstanding, by dividing the amount of such Lender’s Revolver Commitment and Term Loan by the aggregate amount of all Revolver
Commitments and Term Loans; and (b) at any other time, by dividing the amount of such Lender’s Loans and LC Obligations by the aggregate
amount of all outstanding Loans and LC Obligations.
Properly Contested : with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding amount or
the Obligor’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and
diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not have a Material
Adverse Effect, nor result in forfeiture or sale of any assets of the Obligor; (e) no Lien is imposed on assets of the Obligor, unless bonded and
stayed to the satisfaction of Agent; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed
pending appeal or other judicial review.
Property : any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
Proposed IP Financing : Debt in an aggregate amount of at least $30,000,000 (or such lesser amount as may be acceptable to Agent in its
discretion) to a third party that is secured by a first priority Lien on US Borrower’s Intellectual Property.
Protected Party : the Agent, any Lender or any Issuing Bank which is or will be subject to any liability, or required to make any payment,
for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable)
under the Loan Documents.
Protective Advances : as defined in Section 2.1.6 .
Purchase Money Debt : (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than
the Obligations) incurred within 20 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price
thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.
Purchase Money Lien : a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt and
constituting a Capital Lease or a purchase money security interest under the UCC.
Qualifying Bank : a bank or financial institution that is qualified as bank and subject to the banking regulations as in force from time to
time in the jurisdiction in which that entity is incorporated and effectively conducts banking activities with its own infrastructure and staff as
principal business purpose in such jurisdiction.
Qualifying Beneficiary : the Agent, any Lender or any Issuing Bank which is beneficially entitled to interest payable to that Lender in
respect of an advance under the Loan Documents and is an Exempt Lender or a Treaty Lender.
Real Estate : all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas
or other improvements thereon.
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