Nautilus 2007 Annual Report Download - page 86

Asset Disposition : a sale, lease, license, consignment, transfer or other disposition of Property of an Obligor, including a disposition of
Property in connection with a sale-leaseback transaction or synthetic lease.
Assignment and Acceptance : an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit C .
Availability : the Borrowing Base minus the principal balance of all Revolver Loans.
Availability Block : a block in the amount of $3,000,000 in effect from the Closing Date through either (i) the funding of the Proposed IP
Financing, or (ii) if the Proposed IP Financing is not consummated, such time after June 30, 2008 as Borrowers have demonstrated to Agent’s
reasonable satisfaction that Borrowers will have ongoing liquidity sufficient to meet its obligations, including all remaining payment obligations
due and owing in connection with the LandAmerica Acquisition.
Availability Reserve : the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve (including, without
limitation, a reserve in an amount determined appropriate by Agent in its discretion (in an amount not to exceed $50,000 if the Lien Waiver
delivered in connection with such location on or around the Closing Date remains in full force and effect) in connection with the Bolingbrook,
Illinois location of US Borrower, which reserve shall be in effect during any period beginning 180 days after the Closing Date that Borrower
maintains Inventory or Equipment at that location); (c) the LC Reserve; (d) the Bank Product Reserve; (e) all accrued Royalties, whether or not
then due and payable by a Borrower, unless Agent determines in its discretion that such Royalties are not necessary or useful to the liquidation or
other disposition of any Collateral; (f) the aggregate amount of liabilities (other than inchoate liabilities) secured by Liens upon Collateral that
are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (g) the Availability
Block; (h) the Books and Records Block; (i) an environmental reserve in an initial amount of (A) with respect to the US Borrower’s owned Real
Estate located in Tyler, Texas, $260,000, as the same may be adjusted by Agent in its discretion, including a reduction or deletion of such
environmental reserve in the event that US Borrower conducts remediation or US Borrower’s owned Real Estate located in Tyler, Texas is sold
pursuant to a Disposition permitted under this Agreement and the portion of the Real Estate Formula Amount is reduced by the Net Proceeds
received by US Borrower in connection with such sale, and (B) with respect to the US Borrower’s owned Real Estate located in Independence,
Virginia, $140,000, as the same may be adjusted by Agent in its discretion, including a reduction or deletion of such environmental reserve in the
event that US Borrower conducts remediation or US Borrower’s owned Real Estate located in Independence, Virginia is sold pursuant to a
Disposition permitted under this Agreement and the portion of the Real Estate Formula Amount is reduced by the Net Proceeds received by US
Borrower in connection with such sale; (j) the Disclosed Sale Reserve; and (k) such additional reserves, in such amounts and with respect to such
matters, as Agent in its discretion may elect to impose from time to time.
Bank of America : Bank of America, N.A., a national banking association, and its successors and assigns.
Bank of America Indemnitees : Bank of America and its officers, directors, employees, Affiliates, agents and attorneys.
Bank Product : (a) Cash Management Services extended to any Borrower or Subsidiary by any Lender or any of its Affiliates; provided ,
however , that for Cash Management Services to be included as an “Obligation” for purposes of a distribution under Section 5.6.1 , the
applicable Secured Party and Obligor must have previously provided written notice to Agent of (i) the existence of such Bank Product,
3