Nautilus 2009 Annual Report Download - page 288

“ Lien ” means any mortgage, trust deed, pledge, charge, hypothecation, assignment, deposit arrangement, security interest,
attachment, garnishment, execution, encumbrance (including, but not limited to, easements, rights of way, and the like), lien (statutory or other),
security agreement, transfer intended as security (including, without limitation, any conditional sale or other title retention agreement, the
interest of a lessor under a Capital Lease, or any financing lease having substantially the same economic effect as any of the foregoing), or other
voluntary or involuntary lien or charge upon (or affecting the revenues of) any real property or personal property.
“ Liquidity ” means, as of the end of the calendar quarter in question, the sum of Borrower’s cash and cash equivalents, including
cash collateral pledged to Lender pursuant to Section 3.6(a) and Section 3.6(b), as of the last day of such calendar quarter plus the Revolver
Availability on the last day of such quarter.
“ Loan Documents ” means this Agreement, the Note, the Security Agreement, the IP Security Agreements, the Letter of Credit
Documents, the Subsidiary Guaranty, any Swap Agreement, the Credit Exposure Documents, any other documents executed by Borrower in
favor of Lender (whether before, on, or after the date of this Agreement) in relation to the Revolving Loans, the Letters of Credit or any security
for or guaranties of the Revolving Loans or the Letters of Credit evidenced thereby, and any amendments, extensions, modifications, renewals,
replacements, and restatements thereof.
“ Material Adverse Effect ” means (a) a material adverse effect on the business, assets, operations, or financial condition of
Borrower, (b) a material impairment of the ability of Borrower to pay or perform its obligations under the Loan Documents in accordance with
the terms thereof, (c) a material impairment of the Collateral, Lender’s Liens with respect to the Collateral, or the priority of such Liens, or (d) a
material impairment of Lender’s rights and remedies under the Loan Documents.
“ Non-Cash Secured Election ” has the meaning specified in Section 3.6(c) of this Agreement.
“ Non-Cash Secured Letters of Credit ” means Letters of Credit that are not secured pursuant to Section 3.6(a) of this Agreement
after Borrower has received the Non-Cash Secured Election pursuant to Section 3.6(c) of this Agreement.
“ Note ” means the promissory note referred to in Section 3.2 of this Agreement, and includes any amendments, extensions,
modifications, renewals, replacements, and restatements thereof.
“ Notice of Borrowing or Conversion ” means a notice in form and content satisfactory to Lender in Lender’s reasonable discretion
signed by an Authorized Officer and given to Lender to request a Revolving Loan or convert a Revolving Loan.
-
15
-