Nautilus 2007 Annual Report Download - page 90

(e) all or substantially all of a Borrower’s assets are sold or transferred, other than sale or transfer to another Borrower.
Claims : all liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including
remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations,
resignation or replacement of Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any
Loans, Letters of Credit, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any
Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise
of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any
Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including
an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.
Closing Date : as defined in Section 6.1 .
Code : the Internal Revenue Code of 1986.
Collateral : all Property described in Section 7.1
, all Property described in any Security Documents as security for any Obligations, and all
other Property that now or hereafter secures (or is intended to secure) any Obligations; provided
that Collateral shall not include (and the security
interest granted in Section 7.1 shall not extend to) Excluded Collateral.
Commitment : for any Lender, the aggregate amount of such Lender’s Revolver Commitment and Term Loan Commitment. “
Commitments ” means the aggregate amount of all Revolver Commitments and Term Loan Commitments.
Commitment Termination Date : the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate the
Revolver Commitments pursuant to Section 2.1.4 ; or (c) the date on which the Revolver Commitments are terminated pursuant to Section 11.2
.
Compliance Certificate : a certificate, in form and substance satisfactory to Agent, by which Borrowers certify compliance with Sections
10.2.3 and 10.3 and calculate the applicable Level for the Applicable Margin.
Contingent Obligation : any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of
any Debt, lease, dividend or other obligation (“ primary obligations ”) of another obligor (“ primary obligor ”)
in any manner, whether directly or
indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a
primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and
(c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary
obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or
services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless
the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or
determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument
evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.
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