Nautilus 2007 Annual Report Download - page 111

way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in
connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates. “ Fair
salable value ” means the amount that could be obtained for assets on a going concern basis within a reasonable time, either through sale under
ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.
Stock Pledge Agreement : a stock pledge agreement in form and substance satisfactory to Agent, pursuant to which US Borrower pledges
to Agent for the benefit of Lenders 100% of its Equity Interests in its Subsidiaries that are organized under the laws of the United States or a
State thereof, and 65% of its Equity Interests in its Foreign Subsidiaries.
Subordinated Debt : Debt incurred by a Borrower that is expressly subordinate and junior in right of payment to Full Payment of all
Obligations, and is on terms (including maturity, interest, fees, repayment, covenants and subordination) satisfactory to Agent.
Subsidiary : any entity at least 50% of whose voting securities or Equity Interests is owned by a Borrower or any combination of
Borrowers (including indirect ownership by a Borrower through other entities in which the Borrower directly or indirectly owns 50% of the
voting securities or Equity Interests).
Swingline Loan : any Borrowing of Base Rate Revolver Loans funded with Agent’s funds, until such Borrowing is settled among Lenders
pursuant to Section 4.1.3 .
Swiss Obligor : any Obligor incorporated in Switzerland.
Swiss Withholding Tax : any withholding tax in accordance with the Swiss Federal Law on Withholding Tax of October 13, 1965
(Bundesgesetz über die Verrechnungssteuer).
Tax Credit : a credit against, relief or remission for, or repayment of any Tax and includes a full or partial refund of any Tax for or on
account of any Tax Deduction made.
Tax Deduction : a deduction or withholding for or on account of Tax from a payment under the Loan Documents.
Taxes : all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term Loan : a loan made pursuant to Section 2.2 , the availability of which Loan shall be based on the appraised value of Intellectual
Property owned by US Borrower on the Closing Date.
Term Loan Commitment : for any Lender, the obligation of such Lender to make a Term Loan hereunder, up to the principal amount
shown on Schedule 1.1 . “ Term Loan Commitments ” means the aggregate amount of such commitments of all Lenders.
Term Loan Maturity Date : the earliest to occur of (a) March 31, 2008, (b) the date of consummation of the Disclosed Sale, or (c) the
closing date of the Proposed IP Financing.
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