Nautilus 2007 Annual Report Download - page 112

Term Note : a promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit B
, which shall be in the amount of
such Lender’s Term Loan Commitment and shall evidence the Term Loan made by such Lender.
Trademark Security Agreement : each trademark security agreement pursuant to which an Obligor grants to Agent, for the benefit of
Secured Parties, a Lien on such Obligor’s interests in its owned trademarks, as security for the Obligations.
Transferee : any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.
Treaty : a double taxation agreement.
Treaty Lender : a Lender which (i) is entitled to receive payment under the Loan Documents either without a Tax Deduction pursuant to a
Treaty (subject to the completion of any necessary procedural formalities), or if a Tax Deduction has to be made in respect of such a payment, is
entitled to a Tax Credit in respect thereof pursuant to the Treaty; (ii) is treated as a resident of a Treaty State for the purposes of the Treaty; and
(iii) does not carry on a business in Switzerland through a permanent establishment with which that Lender’s participation in the Loan is
effectively connected.
Treaty State
: a jurisdiction having a double taxation agreement with Switzerland which makes provision either for full exemption from tax
on payments under this Agreement (including tax-at-source) imposed by Switzerland or, if a Tax Deduction has to be made in respect of such a
payment, entitlement to a Tax Credit in respect thereof pursuant to the Treaty.
Trigger Period : the period (a) commencing on the day that (i) an Event of Default occurs, (ii) Excess Availability is less than $15,000,000
for three consecutive Business Days or (iii) Excess Availability is less than $12,500,000 at any time; and (b) continuing until the day on which
the Borrowers have maintained Excess Availability in excess of $20,000,000 for a period of 90 consecutive days.
Type : any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the
same Interest Period.
UCC : the Uniform Commercial Code as in effect in the State of California or, when the laws of any other jurisdiction govern the
perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.
Unfunded Pension Liability : the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the
Code for the applicable plan year.
Upstream Payment : a Distribution by a Subsidiary of a Borrower to such Borrower or to another Subsidiary of such Borrower.
Value : (a) for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first-out basis, and
excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates; and (b) for an Account, its face amount,
net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that
have been or could be claimed by the Account Debtor or any other Person.
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