vi- DB1/ 133650928.13 EXHIBITS AND SCHEDULES Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Term Loan Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit J-1 Form of Joinder Exhibit N-1 Form of Credit Card...
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EXECUTION VERSION DB1/ 133650928.13 TERM LOAN CREDIT AGREEMENT by and among CRYSTAL FINANCIAL LLC D/B/A SLR CREDIT SOLUTIONS, as Agent, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, NAUTILUS, INC., NAUTILUS FITNESS CANADA, INC., and THOSE ADDITIONAL PERSONS THAT ARE JOINED AS A PARTY HERETO, as Borrowers Dated as of November 30, 2022 TABLE OF CONTENTS Page -i- DB1/ 133650928.13 1. DEFINITIONS AND CONSTRUCTION. ..................................................................................... 1 1.1 Definitions ......................................................................................................................... 1 1.2 Accounting Terms .......................................................................................................... 54 1.3 Code and PPSA .............................................................................................................. 54 1.4 Construction ................................................................................................................... 54 1.5 Time References ............................................................................................................. 56 1.6 Schedules and Exhibits .................................................................................................. 56 1.7 Divisions .......................................................................................................................... 56 1.8 Rates ................................................................................................................................ 56 1.9 Exchange Rates; Excess Resulting for Exchange Rate Changes. .............................. 56 2. LOANS AND TERMS OF PAYMENT ....................................................................................... 57 2.1 Term Loan ...................................................................................................................... 57 2.2 Protective Advances ....................................................................................................... 58 2.3 Notation; Independent Obligations .............................................................................. 58 2.4 Payments; Prepayments ................................................................................................ 59 2.5 Promise to Pay; Promissory Notes ............................................................................... 63 2.6 Interest Rates; and Rates, Payments, and Calculations ............................................. 63 2.7 Crediting Payments ....................................................................................................... 65 2.8 Designated Account ....................................................................................................... 65 2.9 Maintenance of Loan Account; Statements of Obligations ........................................ 65 2.10 Fees .................................................................................................................................. 65 2.11 Defaulting Lenders ........................................................................................................ 66 2.12 Adjusted Term SOFR .................................................................................................... 67 2.13 Capital Requirements .................................................................................................... 68 2.14 Incremental Facilities .................................................................................................... 69 2.15 Joint and Several Liability of Borrowers. .................................................................... 72 3. CONDITIONS; TERM OF AGREEMENT ................................................................................. 74 3.1 Conditions Precedent to the Borrowing ....................................................................... 74 3.2 [Intentionally Omitted]. ................................................................................................. 74 3.3 [Intentionally Omitted]. ................................................................................................. 74 3.4 Effect of Maturity .......................................................................................................... 75 3.5 Early Termination by Borrowers ................................................................................. 75 4. REPRESENTATIONS AND WARRANTIES ............................................................................. 75 4.1 Due Organization and Qualification; Subsidiaries ..................................................... 75 4.2 Due Authorization; No Conflict .................................................................................... 76 4.3 Governmental Consents ................................................................................................ 76 4.4 Binding Obligations; Perfected Liens .......................................................................... 76 4.5 Title to Assets; No Encumbrances ................................................................................ 77 4.6 Litigation......................................................................................................................... 77 4.7 Compliance with Laws .................................................................................................. 77 4.8 No Material Adverse Effect........................................................................................... 77 4.9 Solvency .......................................................................................................................... 77 4.10 Employee Benefits; Canadian Pension Plan Compliance .......................................... 78 4.11 Environmental Condition .............................................................................................. 78
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-vi- DB1/ 133650928.13 EXHIBITS AND SCHEDULES Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Term Loan Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit J-1 Form of Joinder Exhibit N-1 Form of Credit Card Notification Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agentβs Account Schedule C-1 Commitments Schedule C-2 Customs Brokers Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule 3.1 Conditions Precedent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Loan Partiesβ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Litigation Schedule 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.14 Permitted Indebtedness Schedule 4.20 Material Customers Schedule 4.25 Location of Inventory Schedule 4.31 Credit Card Arrangements Schedule 4.32 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.18 Post-Closing Obligations Schedule 6.5 Nature of Business 1 DB1/ 133650928.13 CREDIT AGREEMENT THIS CREDIT AGREEMENT is entered into as of November 30, 2022, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a βLenderβ, as that term is hereinafter further defined), CRYSTAL FINANCIAL LLC D/B/A SLR CREDIT SOLUTIONS, a Delaware limited liability company, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, βAgentβ), NAUTILUS, INC., a Washington corporation (βNautilusβ), NAUTILUS FITNESS CANADA, INC., a corporation organized under the laws of British Columbia (βNautilus Canadaβ), and those additional Persons that are joined as a party hereto by executing the form of Xxxxxxx attached hereto as Exhibit J-1 (each, together with Xxxxxxxx and Nautilus Canada, a βBorrowerβ and individually and collectively, jointly and severally, the βBorrowersβ). The parties agree as follows: 1. DEFINITIONS AND CONSTRUCTION. 1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions: β2024 Financial Statement Delivery Dateβ has the meaning specified therefor in the definition of βAdjustment Dateβ. βABL Agentβ means (a) Xxxxx Fargo, its capacity as agent for the ABL Lenders under the ABL Credit Agreement, (b) any successor to Xxxxx Fargo, by assignment or otherwise, and (c) any other party that may become agent or trustee under the ABL Credit Agreement in connection with a refinancing, renewal or replacement thereof. βABL Availabilityβ means βAvailabilityβ as such term is defined in the ABL Credit Agreement. βABL Borrowing Baseβ means the βBorrowing Baseβ as such term is defined in the ABL Credit Agreement. βABL Borrowing Base Certificateβ means the βBorrowing Base Certificateβ as such term is defined in the ABL Credit Agreement as in effect on the date hereof. βABL Credit Agreementβ means that certain Credit Agreement, dated as of January 31, 2020, by and among the Borrowers, the ABL Lenders, and the ABL Agent, as amended pursuant to that certain Omnibus Release, Amendment, Limited Waiver, and Reaffirmation Agreement dated as of October 14, 2020, as further amended by the Consent and Amendment No. 1 to Credit Agreement dated as of December 30, 2020, as further amended by the Amendment to Loan Documents dated as of May 13, 2021, as further amended by the Consent under Credit Agreement dated as of September 15, 2021, as further amended by the Amendment to Loan Documents dated as of October 29, 2021 and as further amended pursuant to that certain Amendment No. 4 to Credit Agreement and Loan Documents, dated of the Closing Date (the βABL Fourth Amendmentβ), and as may be further amended, amended and restated, supplemented, extended or otherwise modified from time to time, and any replacement credit agreement entered into pursuant to any Refinancing Indebtedness in respect thereof, in each case in accordance with the provisions hereof and of the Intercreditor Agreement. βABL Existing Term Loanβ means the βTerm Loanβ as defined in the ABL Credit Agreement as in effect immediately prior to the date hereof.
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DB1/ 133650928.13 2 βABL Fourth Amendmentβ has the meaning given to such term in the definition of βABL Credit Agreementβ. βABL Lendersβ means the βLendersβ (or any analogous term) as defined in the ABL Credit Agreement as in effect on the date hereof. βABL Line Capβ means the βLine Capβ as defined in the ABL Credit Agreement. βABL Liquidityβ means βLiquidityβ as such term is defined in the ABL Credit Agreement as in effect on the date hereof. βABL Loan Documentsβ means the βLoan Documentsβ (as defined in the ABL Credit Agreement), as may be amended from time to time in accordance with the provisions hereof and of the Intercreditor Agreement. βABL Obligationsβ means the βObligationsβ as such term is defined in the ABL Credit Agreement as in effect on the date hereof. βABL Priority Collateralβ has the meaning given to such term in the Intercreditor Agreement. βABL Reservesβ means the βReservesβ as such term is defined in the ABL Credit Agreement. βABL Revolving Loansβ means the βRevolving Loansβ as defined in the ABL Credit Agreement as in effect on the date hereof. βAcceptable Appraisalβ means, with respect to an appraisal of Inventory or IP, the most recent appraisal of such property received by Agent (a) from an appraisal company satisfactory to Agent in Agentβs Permitted Discretion (including, without limitation, so long as it is satisfactory to Agent in Agentβs Permitted Discretion, Hilco), (b) the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) of which are satisfactory to Agent in Agentβs Permitted Discretion, and (c) the results of which are satisfactory to Agent in Agentβs Permitted Discretion. βAcceptable Appraiser/Field Examinerβ means, with respect to any commercial field examination and/or appraisal of Inventory included in the ABL Borrowing Base and the Borrowing Bases, a field examiner and/or appraiser acceptable to the Agent in its Permitted Discretion. βAccountβ means an account (as that term is defined in the Code or PPSA, as applicable) and also means a right to payment of a monetary obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, or (b) for services rendered or to be rendered. The term βAccountβ does not include (a) rights to payment evidenced by chattel paper or an instrument, (b) commercial tort claims, (c) deposit accounts, (d) investment property, or (e) letter-of-credit rights or letters of credit. βAccount Debtorβ means any Person who is obligated on an Account, chattel paper, or a general intangible, including, without limitation, a Credit Card Issuer or a Credit Card Processor. βAccounting Changesβ means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions). DB1/ 133650928.13 3 βAccounts Advance Rateβ means (a) with respect to Domestic Borrowers, 15%; provided, however, from and after March 31, 2023, such advance rate shall automatically reduce by an amount equal to 0.625% on the last day of each calendar quarter until such advance rate equals 10%, and (b) with respect to Canadian Borrowers, 90%; provided, however, from and after March 31, 2023, such advance rate shall automatically reduce by an amount equal to 0.625% on the last day of each calendar quarter until such advance rate equals 85%. βAcquisitionβ means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, amalgamation, consolidation, or otherwise) by a Person or its Subsidiaries of all of the Equity Interests of any other Person. For the avoidance of doubt, any Acquisition shall require the prior written consent of the Agent in its sole discretion. βAdditional Documentsβ has the meaning specified therefor in Section 5.12 of this Agreement. βAdditional Portion of the Term Loanβ has the respective meanings specified therefor in Section 2.14 of this Agreement. βAdjusted Term SOFRβ means, for purposes of any calculation, the rate per annum equal to (a) the greater of (A) Term SOFR for such calculation and (B) 1.00% plus (b) the Term SOFR Adjustment. βAdjustment Dateβ means the first day of each fiscal month, commencing with the first fiscal month following the receipt by the Agent of the annual audited financial statements of the Loan Parties and their Subsidiaries pursuant to the terms of Section 5.1 and clause (a) of Schedule 5.1 to this Agreement for the fiscal year ending March 31, 2024 (such date referred to herein as the β2024 Financial Statement Delivery Dateβ). βAdministrative Borrowerβ has the meaning specified therefor in Section 17.13 of this Agreement. βAdministrative Questionnaireβ has the meaning specified therefor in Section 13.1(a) of this Agreement. βAffected Financial Institutionβ means (a) any EEA Financial Institution or (b) any UK Financial Institution. βAffected Lenderβ has the meaning specified therefor in Section 2.13(b) of this Agreement. βAffiliateβ means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, βcontrolβ means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided, that for purposes of the definition of Eligible Accounts, the definition of Eligible Credit Card Receivables, and Section 6.10 of this Agreement: (a) if any Person owns directly or indirectly 15% or more of the Equity Interests having ordinary voting power for the election of directors or other members of the governing body of a Person or 15% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person), then both such Persons shall be Affiliates of each other, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person. βAgentβ has the meaning specified therefor in the preamble to this Agreement.
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DB1/ 133650928.13 4 βAgent-Related Personsβ means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents. βAgentβs Accountβ means the Deposit Account of Agent identified on Schedule A-1 to this Agreement (or such other Deposit Account of Agent that has been designated as such, in writing, by Agent to Borrowers and the Lenders). βAgentβs Liensβ means the Liens granted by each Loan Party or its Subsidiaries to Agent under the Loan Documents and securing the Obligations. βAggregate Borrowing Baseβ means the sum of (a) the Domestic Borrowing Base and (b) the Canadian Borrowing Base. βAgreementβ means this Term Loan Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time. βAnti-Corruption Lawsβ means the FCPA, the U.K. Bribery Act of 2010, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended, and all other applicable laws and regulations or ordinances concerning or relating to bribery or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business. βAnti-Money Laundering Lawsβ means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto. βApplicable Marginβ (a) At all times prior to 2024 Financial Statement Delivery Date, the percentage set forth in βLevel IIβ of the pricing grid below; and (b) At all times from and after the 2024 Financial Statement Delivery Date, upon each Adjustment Date thereafter, the Applicable Margin shall be determined from the following pricing grid based upon the Fixed Charge Coverage Ratio for each 12 month period ending on the last day of each fiscal month ended immediately preceding such Adjustment Date for which financial statements have been delivered; provided, however, that upon the occurrence of an Event of Default, the Applicable Margin shall immediately be increased to that set forth in βLevel IIβ (even if the Fixed Charge Coverage Ratio requirements for a different Level have been met); provided further if the information set forth in any Compliance Certificate proves to be false or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any applicable periods and shall be due and payable on demand. Level Fixed Charge Coverage Ratio Applicable Margin I > 1.00 to 1.00 7.75% DB1/ 133650928.13 5 II β€1.00 to 1.00 8.25% βApplication Eventβ means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(iii) of this Agreement. βAppraised Valueβ means, with respect to Eligible IP, the appraised forced liquidation value, net of costs and expenses to be incurred in connection with any such liquidation, which value, shall be determined from time to time by reference to the most recent reasonably acceptable appraisal received by the Agent conducted by an independent appraiser that is retained by the Agent in its reasonable discretion, or if such Eligible IP was not included in such appraisal, by reference to the appraisal received by the Agent under clause (e) of the definition of Eligible IP. βAssigneeβ has the meaning specified therefor in Section 13.1(a) of this Agreement. βAssignment and Acceptanceβ means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to this Agreement. βBail-In Actionβ means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. βBail-In Legislationβ means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). βBankruptcy Codeβ means title 11 of the United States Code, as in effect from time to time. βBenchmarkβ means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then βBenchmarkβ means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.12(a)(iii)(A). βBenchmark Replacementβ means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by Agent and Administrative Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement shall be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. βBenchmark Replacement Adjustmentβ means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating
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DB1/ 133650928.13 6 or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Agent and Administrative Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities. βBenchmark Replacement Dateβ means the earliest to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of βBenchmark Transition Event,β the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of βBenchmark Transition Event,β the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c). βBenchmark Transition Eventβ means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); or (c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) DB1/ 133650928.13 7 announcing that such Benchmark (or such component thereof) is not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks. βBenchmark Transition Start Dateβ means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication). βBenchmark Unavailability Periodβ means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12(a)(i) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12(a)(i). βBeneficial Ownership Certificationβ means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. βBeneficial Ownership Regulationβ means 31 C.F.R. Β§ 1010.230. βBHC Act Affiliateβ of a Person means an βaffiliateβ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person. βBoard of Directorsβ means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers). βBoard of Governorsβ means the Board of Governors of the Federal Reserve System of the United States (or any successor). βBorrowerβ and βBorrowersβ have the respective meanings specified therefor in the preamble to this Agreement. βBorrower Intellectual Propertyβ means Intellectual Property owned by a Borrower. βBorrowingβ means the borrowing of the Term Loan made by each of the Lenders pursuant to Section 2.1 to the Borrowers on the Closing Date. βBorrowing Baseβ means the Canadian Borrowing Base and/or the Domestic Borrowing Base as the context requires. βBorrowing Base Certificateβ means, collectively, the ABL Borrowing Base Certificate and the Term Loan Borrowing Base Certificate. βBusiness Dayβ means any day that is not a Saturday, Sunday, or other day on which the Federal Reserve Bank of New York is closed or on which banks are authorized or required to close in the State of New York or the Commonwealth of Massachusetts. βCanadian AML Legislationβ means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended, and any other applicable anti-money laundering, anti-terrorist
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DB1/ 133650928.13 8 financing, government sanction and βknow your clientβ laws in effect in Canada from time to time, including any regulations, guidelines or orders thereunder. βCanadian Borrowersβ means, collectively, Nautilus Canada and each other Canadian Subsidiary who shall from time to time enter into a Joinder as a Canadian Borrower. βCanadian Borrowing Baseβ means, as of any date of determination, the result of: (a) the Credit Card Receivables Advance Rate multiplied by the face amount of the Canadian Borrowersβ Eligible Credit Card Receivables, less the amount, if any of the Dilution Reserve with respect to such Eligible Credit Card Receivables, plus (b) the Accounts Advance Rate multiplied by of the amount of the Canadian Borrowersβ Eligible Accounts, less the amount, if any, of the Dilution Reserve with respect to such Eligible Accounts, plus (c) the product of the Inventory Advance Rate multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory, multiplied by the value (calculated at the lower of cost or market on a basis consistent with the Canadian Borrowersβ historical accounting practices) of the Canadian Borrowersβ Eligible Finished Goods Inventory (such determination may be made as to different categories of Eligible Finished Goods Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus (d) the lesser of (i) $1,000,000 and (ii) the product of the Spare Parts Inventory Advance Rate multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory, multiplied by the value (calculated at the lower of cost or market on a basis consistent with the Canadian Borrowersβ historical accounting practices) of the Canadian Borrowersβ Eligible Spare Parts Inventory (such determination may be made as to different categories of Eligible Spare Parts Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, minus (e) the aggregate amount of Reserves, if any, established by Agent from time to time under Section 2.1(c) of this Agreement. βCanadian Defined Benefit Planβ means any Canadian Pension Plan which contains a βdefined benefit provision,β as defined in subsection 147.1(1) of the Income Tax Act (Canada). βCanadian Dollarsβ or βC$β means Canadian dollars. βCanadian Guarantorsβ means, collectively, each Canadian Subsidiary who shall from time to time enter into a joinder to the Canadian Guaranty and Security Agreement as a Canadian Guarantor. βCanadian Guaranty and Security Agreementβ means the Canadian Guaranty and Security Agreement dated as of the Closing Date among the Canadian Loan Parties and the Agent. βCanadian Loan Partiesβ means Canadian Guarantors and any other Loan Party that is a Canadian Subsidiary. βCanadian Pension Eventβ means (a) the termination or partial termination of a Canadian Pension Plan or the filing of a notice of interest to terminate in whole or in part a Canadian Pension Plan, or (b) the institution of proceedings by any Governmental Authority to terminate a Canadian Pension Plan in whole DB1/ 133650928.13 9 or in part or have a replacement administrator appointed to administer a Canadian Pension Plan, or (c) any other event or condition or declaration or application which might constitute grounds for the termination or winding up of a Canadian Pension Plan, in whole or in part, or the appointment by any Governmental Authority of a replacement administrator or trustee to administer a Canadian Pension Plan. βCanadian Pension Planβ means each pension plan required to be registered under Canadian federal or provincial laws which is maintained or contributed to by, or to which there is an obligation to contribute by, any Loan Party in respect of any Personβs employment in Canada with such Loan Party, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively, or any similar plan maintained by any other province. βCanadian Priority Payables Reserveβ means reserves, without duplication for any amounts reserved pursuant to the definition of Reserves, for: (a) amounts owing or in respect of which any Loan Party has an obligation to remit to a Governmental Authority of Canada or other Person in Canada pursuant to any applicable law, rule or regulation, with respect to (i) goods and services taxes, sales taxes, employee income taxes, municipal taxes and other taxes payable or to be remitted or withheld; (ii) workersβ compensation or employment insurance; (iii) wages, salaries, commissions and vacation pay as provided for under the Wage Earners Protection Program Act (Canada); and (iv) other like charges and demands; in each case in this clause (a), to the extent that any Governmental Authority of Canada or other Person in Canada may claim a lien, security interest, hypothec, trust or other claim or other Lien ranking or which would reasonably be expected to rank in priority to or pari passu with one or more of the Liens granted in the Loan Documents; and (b) the aggregate amount of any other liabilities of any Loan Party (i) in respect of which a trust or deemed trust has been imposed or, in the Permitted Discretion of Agent, may reasonably be likely to be imposed on any Collateral in Canada to provide for payment, (ii) in respect of rights or claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada); (iii) in respect of pension fund obligations, including in respect of unpaid or unremitted pension plan contributions, amounts representing any unfunded liability, solvency deficiency or wind-up deficiency whether or not due with respect to a Canadian Pension Plan (including βnormal costβ, βspecial paymentsβ and any other payments in respect of any funding deficiency or shortfall), (iv) which are secured by a lien, security interest, pledge, charge, right or claim on any Collateral (other than Permitted Liens that do not have priority over Agentβs Liens), or (iv) in the event of a bankruptcy or insolvency proceeding in which a Canadian Borrower is an applicant and in respect of amounts secured by charges issued by the applicable Canadian court; in each case in this clause (b), pursuant to any applicable law, rule or regulation in Canada and which such lien, trust, security interest, hypothec, pledge, charge, right, claim or other Lien ranks or in the Permitted Discretion of the Agent, could reasonably be expected to rank in priority to or pari passu with one or more of the Liens granted in the Loan Documents. βCanadian Subsidiaryβ means any Subsidiary of any Loan Party, which Subsidiary is organized under the laws of Canada or any province or territory thereof. βCapital Expendituresβ means, with respect to any Person for any period, the amount of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, but excluding, without duplication (a) expenditures made during such period in connection with the replacement, substitution, or restoration of assets or properties pursuant to Section 2.4(e)(iii) of this Agreement and (b) with respect to the purchase price of assets that are purchased substantially contemporaneously with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being traded in at such time.
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DB1/ 133650928.13 10 βCapital Leaseβ means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. βCapitalized Lease Obligationβ means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP. βCash Dominion Eventβ has the meaning specified therefor in the Guaranty and Security Agreement. βCash Dominion Periodβ has the meaning specified therefor in the Guaranty and Security Agreement. βCash Equivalentsβ means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poorβs Rating Group (βS&Pβ) or Xxxxxβx Investors Service, Inc. (βMoodyβsβ), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moodyβs, (d) certificates of deposit, time deposits, overnight bank deposits or bankersβ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or of any recognized securities dealer having combined capital and surplus of not less than $1,000,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above. βCFCβ means a controlled foreign corporation (as that term is defined in the IRC) in which any Loan Party is a βUnited States shareholderβ within the meaning of Section 951(b) of the IRC. βChange in Lawβ means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, (c) any new, or adjustment to, requirements prescribed by the Board of Governors for βEurocurrency Liabilitiesβ (as defined in Regulation D of the Board of Governors), requirements imposed by the Federal Deposit Insurance Corporation, or similar requirements imposed by any domestic or foreign governmental authority or resulting from compliance by Agent or any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority and related in any manner to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, or Term SOFR, or (d) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided, that notwithstanding anything in this Agreement to the contrary, (i) the Xxxx- DB1/ 133650928.13 00 Xxxxx Xxxx Xxxxxx Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canadian, or foreign regulatory authorities shall, in each case, be deemed to be a βChange in Law,β regardless of the date enacted, adopted or issued. βChange of Controlβ means that: (a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership, directly or indirectly, of Equity Interests of Administrative Borrower (or other securities convertible into such Equity Interests) representing 35% or more of the combined voting power of all Equity Interests of Administrative Borrower entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Administrative Borrower, (b) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of Administrative Borrower or control over the Equity Interests of such Person entitled to vote for members of the Board of Directors of Administrative Borrower on a fully-diluted basis (and taking into account all such Equity Interests that such Person or group has the right to acquire pursuant to any option right) representing 35% or more of the combined voting power of such Equity Interests, (c) occupation at any time of a majority of the seats (other than vacant seats) on the Board of Directors of Administrative Borrower by Persons who were not (i) directors of Administrative Borrower on the date of this Agreement, nominated, appointed or approved for consideration by shareholders for election by the Board of Directors of Administrative Xxxxxxxx, (ii) approved by the Board of Directors of Administrative Borrower as director candidates prior to their election, nor (iii) appointed by directors so nominated, appointed or approved, or (d) Borrowers fail to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party free and clear of all Liens (other than the Liens in favor of the Agent and the ABL Agent (subject to the Intercreditor Agreement)), except where such failure is as a result of a transaction permitted by the Loan Documents or (e) the occurrence of any βchange of controlβ as defined in the ABL Credit Agreement. βClosing Dateβ means the date of the making of the Term Loan under this Agreement. βCodeβ means the New York Uniform Commercial Code, as in effect from time to time. βCollateralβ means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Loan Party or its Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents. For the avoidance of doubt, βCollateralβ shall not include Excluded Assets or any other assets expressly excluded from the Collateral (as defined in the Guaranty and Security Agreement). βCollateral Access Agreementβ means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, third party logistics provider or other Person in possession of, having a Lien upon, or having rights or interests in any Loan Partyβs or its Subsidiariesβ books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to
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DB1/ 133650928.13 12 Agent (it being agreed that, prior to the Discharge of Obligations, the form agreed to by the ABL Agent solely with respect to the Domestic Loan Parties and the Domestic Subsidiaries shall be deemed to be reasonably acceptable to the Agent so long as the Agent is a party thereto and such agreement provides for the same rights in favor of the Agent as provided to the ABL Agent, subject to the Intercreditor Agreement). βCombined Line Capβ means, as of any date of determination, the sum of (i) the ABL Line Cap, plus (ii) the Line Cap. βCommitmentβ means, with respect to each Lender, its Commitment, as the context requires, and, with respect to all Lenders, their Commitments, as the context requires, in each case as such Dollar amounts are set forth beside such Lenderβs name under the applicable heading on Schedule C-1 to this Agreement. βCommodity Exchange Actβ means the Commodity Exchange Act (7 U.S.C. Β§ 1 et seq.), as amended from time to time, and any successor statute. βCompliance Certificateβ means a certificate substantially in the form of Exhibit C-1 to this Agreement delivered by the chief financial officer or treasurer of Administrative Borrower to Agent. βConfidential Informationβ has the meaning specified therefor in Section 17.9(a) of this Agreement. βConforming Changesβ means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of βBusiness Day,β the definition of βU.S. Government Securities Business Day,β the addition of a concept of βinterest periodβ, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). βControl Agreementβ means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by a Loan Party, the Agent, the ABL Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account). βCopyright Security Agreementβ has the meaning specified therefor in the Guaranty and Security Agreement. βCovenant Testing Periodβ means a period (a) commencing on the last day of the fiscal month of Borrowers most recently ended prior to a Springing Trigger Event for which Borrowers are required to deliver to Agent monthly, quarterly, or annual financial statements pursuant to Schedule 5.1 to this Agreement, and (b) continuing through and including the first day after such Springing Trigger Event that ABL Availability has equaled or exceeded the greater of (i) 12.5% of the Combined Line Cap (excluding the effect, if any, of any Term Pushdown Reserve), and (ii) $11,000,000 for 30 consecutive days. βCovered Entityβ means any of the following: DB1/ 133650928.13 13 (a) a βcovered entityβ as that term is defined in, and interpreted in accordance with, 12 C.F.R. Β§ 252.82(b); (b) a βcovered bankβ as that term is defined in, and interpreted in accordance with, 12 C.F.R. Β§ 47.3(b); or (c) a βcovered FSIβ as that term is defined in, and interpreted in accordance with, 12 C.F.R. Β§ 382.2(b). βCovered Partyβ has the meaning specified therefor in Section 17.15 of this Agreement. βCredit Card Agreementsβ means all agreements now or hereafter entered into by any Borrower or for the benefit of any Borrower, in each case with any Credit Card Issuer or any Credit Card Processor with respect to sales transactions involving credit card, debit card, or charge card purchases, including, without limitation, the agreements set forth on Schedule 4.31 to this Agreement. βCredit Card Issuerβ means any Person (other than a Loan Party) who issues or whose members issue credit cards, including, without limitation, MasterCard or VISA bank credit or debit cards or other bank credit, debit, or charge cards issued through MasterCard International, Inc., Visa, U.S.A., Inc., or Visa International and American Express, Discover, Diners Club, Xxxxx Xxxxxxx, and other non-bank credit, debit, or charge cards, including, without limitation, credit or debit cards issued by or through American Express Travel Related Services Company, Inc., Novus Services, Inc., PayPal, Synchrony, and other issuers approved by the Agent in its Permitted Discretion. βCredit Card Notificationβ means a notification substantially in the form of Exhibit N-1 to this Agreement or otherwise in form and substance reasonably satisfactory to Agent executed by a Loan Party and delivered to a Credit Card Issuer or Credit Card Processor of such Loan Party. βCredit Card Processorβ means any servicing or processing agent or any factor or financial intermediary who facilitates, services, processes or manages the credit authorization, billing transfer and/or payment procedures with respect to any Borrowerβs sales transactions involving credit card, debit card, or charge card purchases by customers using credit cards, debit cards, or charge cards issued by any Credit Card Issuer. βCredit Card Receivablesβ means each βpayment intangibleβ (as defined in the Code or an βintangibleβ or βaccountβ as defined in the PPSA, as applicable), together with all income, payments and proceeds thereof, owed by a Credit Card Issuer or Credit Card Processor to a Loan Party resulting from charges by a customer of a Loan Party on credit, debit, or charge cards issued by such Credit Card Issuer or processed by such Credit Card Processor in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business. βCredit Card Receivables Advance Rateβ means (a) with respect to the Domestic Borrowers, 10%; provided, however, from and after March 31, 2023, such advance rate shall automatically reduce by an amount equal to 0.625% on the last day of each calendar quarter until such advance rate equals 5%, and (b) with respect to the Canadian Borrowers, 90%; provided, however, from and after March 31, 2023, such advance rate shall automatically reduce by an amount equal to 0.625% on the last day of each calendar quarter until such advance rate equals 85%. βCustoms Brokersβ shall mean the persons listed on Schedule C-2 hereto or such other person or persons as may be selected by Administrative Borrower after the date hereof and after written notice by Administrative Borrower to Agent who are reasonably acceptable to Agent to handle the receipt of
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DB1/ 133650928.13 14 Inventory within the United States or to clear Inventory through the Bureau of Customs and Border Protection or other domestic or foreign export control authorities or otherwise perform port of entry services to process Inventory imported by a Borrower from outside the United States (such persons sometimes being referred to herein individually as a βCustoms Brokerβ), provided, that, as to each such person, (a) Agent shall have received a customs broker agreement by such person in favor of Agent (in form and substance satisfactory to Agent (it being agreed that, prior to the Discharge of ABL Obligations, the form agreed to by the ABL Agent solely with respect to the Domestic Loan Parties and the Domestic Subsidiaries shall be deemed to be reasonably acceptable to the Agent so long as the Agent is a party thereto and such agreement provides for the same rights in favor of the Agent as provided to the ABL Agent, subject to the Intercreditor Agreement)) duly authorized, executed and delivered by such person, (b) such agreement shall be in full force and effect and (c) such person shall be in compliance in all material respects with the terms thereof. βDBRSβ means DBRS, Inc. and its successors. βDDAβ means each checking, savings or other demand deposit account maintained by any of the Loan Parties. All funds in each DDA (except for amounts on deposit in any Excluded Account (as defined the Guaranty and Security Agreement)) shall be conclusively presumed to be Collateral and proceeds of Collateral and the Agent and the Lenders shall have no duty to inquire as to the source of the amounts on deposit in any DDA. βDebtor Relief Lawsβ means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companiesβ Creditors Arrangement Act (Canada), the Winding Up and Restructuring Act (Canada), the restructuring provisions of applicable Canadian corporate statutes, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. βDefaultβ means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default. βDefault Rightβ has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. βDefaulting Lenderβ means any Lender that (a) has failed to pay to Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, or (b) has, or has a direct or indirect parent company that has, (i) become the subject of any Insolvency Proceeding, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) and (b) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to Administrative Borrower and each Lender. βDeposit Accountβ means any deposit account (as that term is defined in the Code). DB1/ 133650928.13 15 βDesignated Accountβ means the Deposit Account of Administrative Borrower identified on Schedule D-1 to this Agreement (or such other Deposit Account of Administrative Borrower located at Designated Account Bank that has been designated as such, in writing, by Borrowers to Agent). βDesignated Account Bankβ has the meaning specified therefor in Schedule D-1 to this Agreement (or such other bank that is located within the United States that has been designated as such, in writing, by Administrative Borrower to Agent). βDetermination Dateβ means the Closing Date and the first Business Day of each calendar month thereafter. βDilutionβ means (a) with respect to Accounts (other than Credit Card Receivables), as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the Dollar amount of (i) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrowersβ Accounts during such period, by (ii) Borrowersβ gross xxxxxxxx with respect to Accounts during such period, and (b) with respect to Credit Card Receivables, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 months, that is the result of dividing the Dollar amount of (i) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrowersβ Credit Card Receivables during such period, by (ii) Borrowersβ gross xxxxxxxx with respect to Credit Card Receivables during such period. βDilution Reserveβ means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts or Eligible Credit Card Receivables, as applicable, by the extent to which Dilution is in excess of 0%. βDischarge of ABL Obligationsβ has the meaning set forth for such term in the Intercreditor Agreement. βDispositionβ or βDisposeβ means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. βDisqualified Equity Interestsβ means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition (a) matures or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provide for the scheduled payments of dividends in cash, or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date. βDisqualified Institutionβ means any Person designated by Administrative Borrower as a βDisqualified Institutionβ by written notice delivered to, and approved by, Agent prior to the Closing Date together with their respective Affiliates; provided, that βDisqualified Institutionsβ shall exclude any Person that Administrative Borrower has designated as no longer being a βDisqualified Institutionβ by written notice delivered to Agent from time to time; provided further, that in connection with any assignment or
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DB1/ 133650928.13 16 participation, the Assignee or Participant with respect to such proposed assignment or participation that is an investment bank, a commercial bank, a finance company, a fund, or other Person which merely has an economic interest in any such direct competitor, and is not itself such a direct competitor of Administrative Borrower or its Subsidiaries, shall not be deemed to be a Disqualified Institution for the purposes of this definition. For the avoidance of doubt, SLR and its Affiliates shall not be deemed to be Disqualified Institutions. βDivisionβ means the division of the assets, liabilities and/or obligations of a Person (the βDividing Personβ) among two or more Persons (whether pursuant to a βplan of divisionβ or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive. βDollarsβ or β$β means United States dollars. βDomestic Borrowersβ means, collectively, the Administrative Borrower and each other Domestic Subsidiary who shall from time to time enter into a Joinder as a Domestic Borrower. βDomestic Borrowing Baseβ means, as of any date of determination, the result of: (a) the Credit Card Receivables Advance Rate multiplied by the face amount of the Domestic Borrowersβ Eligible Credit Card Receivables, less the amount, if any of the Dilution Reserve with respect to such Eligible Credit Card Receivables, plus (b) the Accounts Advance Rate multiplied by of the amount of the Domestic Borrowersβ Eligible Accounts, less the amount, if any, of the Dilution Reserve with respect to such Eligible Accounts, plus (c) the product of the Inventory Advance Rate multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory, multiplied by the value (calculated at the lower of cost or market on a basis consistent with the Domestic Borrowersβ historical accounting practices) of the Domestic Borrowersβ Eligible Finished Goods Inventory (such determination may be made as to different categories of Eligible Finished Goods Inventory based upon the Net Recovery Percentage applicable to such categories) at such time, plus (d) the product of the In-Transit Inventory Advance Rate multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory, multiplied by the value (calculated at the lower of cost or market on a basis consistent with Domestic Borrowersβ historical accounting practices) of the Domestic Borrowerβs Eligible In-Transit Inventory consisting of finished goods (such determination may be made as to different categories of finished goods Inventory based upon the Net Recovery Percentage applicable to such categories) at such time; provided, that the aggregate amount of the Domestic Borrowersβ Eligible In-Transit Inventory included in the Domestic Borrowing Base and the Domestic Borrowersβ βEligible In- Transit Inventoryβ (as defined in the ABL Credit Agreement) included in the ABL Borrowing Base shall not, at any time, exceed $7,500,000 in the aggregate, plus (e) the product of the Spare Parts Inventory Advance Rate multiplied by the Net Recovery Percentage identified in the most recent Acceptable Appraisal of Inventory, multiplied by the value (calculated at the lower of cost or market on a basis consistent with the Domestic Borrowersβ historical accounting practices) of the Domestic Borrowersβ Eligible Spare Parts Inventory (such determination may be made as to different categories of Eligible Spare Parts Inventory based upon the Net Recovery Percentage applicable to such categories) at such time; DB1/ 133650928.13 17 provided, that the aggregate amount of the Domestic Borrowersβ Eligible Spare Parts Inventory included in the Domestic Borrowing Base and the Domestic Borrowersβ βEligible Spare Parts Inventoryβ (as defined in the ABL Credit Agreement) included in the ABL Borrowing Base shall not, at any time, exceed $1,000,000 in the aggregate, plus (f) the product of the IP Advance Rate multiplied by the Appraised Value (identified in the most recent Acceptable Appraisal of Intellectual Property) of the Domestic Borrowersβ Eligible IP at such time, minus (g) the aggregate amount of Reserves, if any, established by Agent from time to time under Section 2.1(c) of this Agreement. βDomestic Loan Partiesβ means Domestic Borrowers and any other Loan Party that is a Domestic Subsidiary. βDomestic Subsidiaryβ means any Subsidiary of any Loan Party that is not a Foreign Subsidiary. βEarly Termination Premiumβ has the meaning specified therefor in the Fee Letter. βEBITDAβ means, with respect to any fiscal period and with respect to Borrowers and their Subsidiaries determined, in each case, on a consolidated basis in accordance with GAAP: (a) the consolidated net income (or loss), minus (b) without duplication, the sum of the following amounts for such period to the extent included in determining consolidated net income (or loss) for such period: (i) unusual or non-recurring gains, and (ii) interest income, plus (c) without duplication, the sum of the following amounts for such period to the extent deducted in determining consolidated net income (or loss) for such period: (i) non-cash unusual or non-recurring losses, (ii) Interest Expense, (iii) income taxes, (iv) depreciation and amortization, (v) to the extent funded or incurred prior to the Closing Date, cash severance payments, (vi) to the extent funded or incurred prior to the Closing Date, non-recurring restructuring charges,
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DB1/ 133650928.13 18 (vii) to the extent funded or incurred prior to the Closing Date, professional fees, including Board of Directors fees and expenses, (viii) transaction costs and expenses related to the consummation of the financing transactions contemplated by this Agreement and the ABL Credit Agreement, and any amendments, restatements, amendments and restatements, supplements, modifications, consents or waivers hereto or thereto, and (ix) non-cash compensation expense (including deferred non-cash compensation expense), or other non-cash expenses or charges, arising from the sale or issuance of Equity Interests, the granting of stock options, and the granting of stock appreciation rights and similar arrangements (including any repricing, amendment, modification, substitution, or change of any such Equity Interests, stock option, stock appreciation rights, or similar arrangements) minus the amount of any such expenses or charges when paid in cash to the extent not deducted in the computation of net earnings (or loss). βEEA Financial Institutionβ means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. βEEA Member Countryβ means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. βEEA Resolution Authorityβ means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. βEligible Accountsβ means those Accounts (other than Credit Card Receivables) created by a Borrower in the ordinary course of its business, that arise out of such Borrowerβs sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agentβs Permitted Discretion to address the results of any information with respect to the Borrowersβ business or assets of which Agent becomes aware after the Closing Date, including any field examination performed by (or on behalf of) Agent from time to time after the Closing Date. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits, unapplied cash, taxes, finance charges, service charges, discounts, credits, allowances, and rebates. Eligible Accounts shall not include Credit Card Receivables or the following: (a) Accounts with selling terms of not more than 75 days that the Account Debtor has failed to pay within 120 days of original invoice date or 60 days of due date, (b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above, (c) Accounts with selling terms of more than 75 days, DB1/ 133650928.13 19 (d) Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower or any Affiliate of any Borrower, (e) Accounts (i) arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional, or (ii) with respect to which the payment terms are βC.O.D.β, cash on delivery or other similar terms, (f) Accounts that are not payable in Dollars or Canadian Dollars, (g) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or Canada, or (ii) is not organized under the laws of the United States or Canada or any state or province thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and, if requested by Agent, is directly drawable by Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent, (h) Accounts with respect to which the Account Debtor is any of (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which Borrowers have complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC Β§3727), (ii) any state of the United States or any other Governmental Authority, or (iii) the federal government of Canada or any province or territory of Canada unless the applicable Loan Party has complied with the terms of the Financial Administration Act (Canada) or any other similar applicable provincial or territorial statute and such assignment is enforceable against such Governmental Body, (i) Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, (j) Accounts with respect to an Account Debtor whose Eligible Accounts owing to Domestic Borrowers exceed (i) for Dickβs Sporting Goods, Inc., and its Affiliates, on a consolidated basis, 50% of all Eligible Accounts so long as Dickβs Sporting Goods, Inc., and its Affiliates are an Investment Grade Account Debtor, (ii) for Xxxxxx.xxx, Inc., and its Affiliates, on a consolidated basis, 50% (or solely from the period from the Closing Date through and including April 30, 2023, 65%) of all Eligible Accounts so long as Xxxxxx.xxx, Inc., and its Affiliates are an Investment Grade Account Debtor, (iii) for Walmart Inc. and its Affiliates (including Xxxxxxx.xxx), on a consolidated basis, 50% of all Eligible Accounts so long as Walmart Inc. and its Affiliates (including Xxxxxxx.xxx) are an Investment Grade Account Debtor, (iv) for Best Buy Co., Inc., and its Affiliates, on a consolidated basis, 50% of all Eligible Accounts so long as Best Buy Co., Inc., and its Affiliates are an Investment Grade Account Debtor, (v) for Target Corporation and its Affiliates, on a consolidated basis, 50% of all Eligible Accounts so long as for Target Corporation and its Affiliates are an Investment Grade Account Debtor, (vi) for one single Account Debtor (and its Affiliates, on a consolidated basis) that, at the time of determination, maintains a corporate credit rating and/or family rating, as applicable, of BB or higher by S&P, Ba or higher by Moodyβs, or, solely to the extent a rating by S&P or Xxxxxβx is not available, BB or higher by DBRS, in each case at such time 25% of all Eligible Accounts so long as (A) Borrowers provide Agent with not less than three (3) Business Days written notice identifying such Account Debtor and certifying all standards for inclusion under this clause are met and (B) Borrowers may only change the identity of such Account Debtor twice in any calendar year
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DB1/ 133650928.13 20 period, and (vii) for any other Account Debtor, 15% of all Eligible Accounts (any such percentage under clauses (i) through (vii), as applied to a particular Account Debtor or consolidated group of Account Debtors, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor or consolidated group of Account Debtors deteriorates), to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit, (k) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor, (l) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtorβs financial condition, (m) Accounts that are not subject to a valid and perfected first-priority (subject only, in the case of Accounts of the Domestic Borrowers, to Liens in favor of the ABL Agent permitted pursuant to the terms hereof and subject to the Intercreditor Agreement) Agentβs Lien, (n) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor, (o) Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity, (p) Accounts (i) that represent the right to receive progress payments or other advance xxxxxxxx that are due prior to the completion of performance by the applicable Borrower of the subject contract for goods or services, or (ii) that represent credit card sales, or (q) Accounts owned by a target acquired in connection with a Permitted Investment, or Accounts owned by a Person that is joined to this Agreement as a Borrower pursuant to the provisions of this Agreement, until the completion of a field examination with respect to such Accounts, in each case, satisfactory to Agent in its Permitted Discretion. βEligible Credit Card Receivablesβ means those Credit Card Receivables of a Borrower that arise out of such Borrowerβs sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Credit Card Receivables made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agentβs Permitted Discretion to address the results of any information with respect to the Borrowersβ business or assets of which Agent becomes aware after the Closing Date, including any field examination performed by (or on behalf of) Agent from time to time after the Closing Date. In determining the amount to be included, Eligible Credit Card Receivables shall be calculated net of customer deposits, unapplied cash, taxes, finance charges, service charges, discounts, credits, allowances, and rebates. Eligible Credit Card Receivables shall not include the following: (a) any Credit Card Receivable that does not constitute a βpayment intangibleβ (as defined in the Code) or an Account, DB1/ 133650928.13 21 (b) any Credit Card Receivable that has been outstanding for more than five days from the date of sale, (c) any Credit Card Receivable with respect to which the Account Debtor is an Affiliate of any Borrower or an employee or agent of any Borrower or any Affiliate of any Borrower, (d) any Credit Card Receivable arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional, (e) any Credit Card Receivable that is not payable in Dollars or Canadian Dollars, (f) any Credit Card Receivable with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or dispute, (g) any Credit Card Receivable with respect to which the applicable Credit Card Issuer or Credit Card Processor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Credit Card Issuer or Credit Card Processor, (h) any Credit Card Receivable, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the financial condition of the applicable Credit Card Issuer or the Credit Card Processor, (i) any Credit Card Receivable (i) that is not subject to a valid and perfected first- priority (subject only, in the case of Credit Card Receivables of the Domestic Borrowers, to Liens in favor of the ABL Agent permitted pursuant to the terms hereof and subject to the Intercreditor Agreement) Agentβs Lien, or (ii) with respect to which a Borrower does not have good, valid, and marketable title thereto, free and clear of any Lien (other than Agentβs Lien and the ABL Agentβs Lien), (j) any Credit Card Receivable with respect to which the applicable Credit Card Issuer or Credit Card Processor is a Sanctioned Person or Sanctioned Entity, (k) any Credit Card Receivable that represents the right to receive progress payments or other advance xxxxxxxx that are due prior to the completion of performance by the applicable Borrower of the subject contract for goods or services, (l) any Credit Card Receivable where such Credit Card Receivable or the underlying contract contravenes any laws, rules or regulations applicable thereto, including, without limitation, rules and regulations relating to truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy or any Person party to the underlying contract is in violation of any such laws, rules or regulations, (m) any Credit Card Receivable that is not a valid, legally enforceable obligation of the applicable Credit Card Issuer or Credit Card Processor with respect thereto, (n) any Credit Card Receivable as to which the applicable Credit Card Issuer or Credit Card Processor has the right under certain circumstances to require a Loan Party to repurchase the Credit Card Receivables from such Credit Card Issuer or Credit Card Processor
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DB1/ 133650928.13 22 (o) any Credit Card Receivable that is disputed or with recourse or with respect to which a claim, chargeback, offset, deduction or counterclaim, dispute or other defense has been asserted (to the extent of such claim, chargeback, offset, deduction or counterclaim, dispute or other defense); (p) any Credit Card Receivable that is evidenced by βchattel paperβ or an βinstrumentβ of any kind unless such βchattel paperβ or βinstrumentβ is in the possession of Agent (or ABL Agent, acting as agent for Agent for purposes of perfection under the terms of the Intercreditor Agreement), and to the extent necessary or appropriate, endorsed to Agent, (q) any Credit Card Receivable that is subject to any accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer, Credit Card Issuer or Credit Card Processor pursuant to the terms of any agreement or understanding (written or oral)) (to the extent of such discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances), (r) any Credit Card Receivable for which cash has been received in respect of such Credit Card Receivable but not yet applied by the applicable Borrower to reduce the amount of such Credit Card Receivable (but only to the extent of the aggregate amount of cash that has been received in respect of such Credit Card Receivable but not yet applied by the applicable Borrower to reduce the amount of such Credit Card Receivable), (s) any portion of Credit Card Receivables that reflect a reasonable reserve for warranty claims or returns or amounts which are owed to Account Debtors, including those for rebates, allowances, co-op advertising, or other deductions, or (t) Credit Card Receivables owned by a Person that is joined to this Agreement as a Borrower pursuant to the provisions of this Agreement, until the completion of a field examination with respect to such Credit Card Receivables, in each case, satisfactory to Agent in its Permitted Discretion. βEligible Finished Goods Inventoryβ means Inventory that qualifies as Eligible Inventory and consists of first-quality finished goods held for sale in the ordinary course of Borrowersβ business. βEligible In-Transit Inventoryβ means those items of Inventory that do not qualify as Eligible Inventory solely because (i)(A) they are not located at one of the locations of the Domestic Borrowers in the continental United States set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 may be amended from time to time in accordance with Section 5.14) (or in-transit from one such location to another such location), or (B) they are in transit from a location other than a location set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 may be amended from time to time in accordance with Section 5.14)) and (ii) a Domestic Borrower does not have actual and exclusive possession thereof, but as to which, (a) such Inventory currently is in transit (whether by vessel, air, or land) from an origin location outside of the continental United States to a location of a Domestic Borrower set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 may be amended from time to time in accordance with Section 5.14), (b) title to such Inventory has passed to a Domestic Borrower and Agent shall have received such evidence thereof as it may from time to time require, DB1/ 133650928.13 23 (c) such Inventory is insured against types of loss, damage, hazards, and risks, and in amounts, satisfactory to Agent in its Permitted Discretion, and Agent shall have received a copy of the certificate of marine cargo or casualty insurance in connection therewith in which it has been named as an additional insured and loss payee in a manner acceptable to Agent, (d) unless Agent otherwise agrees in writing with respect to any such Inventory with regards to Inventory that is in transit (whether by vessel, air, or land) from an origin location outside of the continental United States to a location of a Domestic Borrower as set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 may be amended from time to time in accordance with Section 5.14), such Inventory either: (i) is the subject of a negotiable bill of lading governed by the laws of a state within the United States (A) that is consigned to Agent or one of its Customs Brokers (either directly or by means of endorsements), (B) that was issued by the carrier (including a non-vessel operating common carrier) in possession of the Inventory that is subject to such bill of lading, and (C) that either is in the possession of Agent or a Customs Broker (in each case in the continental United States), or (ii) is the subject of a negotiable forwarderβs cargo receipt governed by the laws of a state within the United States and is not the subject of a bill of lading (other than a negotiable bill of lading consigned to, and in the possession of, a consolidator or Agent, or their respective agents) and such negotiable cargo receipt on its face indicates the name of the Customs Broker as a carrier or multimodal transport operator and has been signed or otherwise authenticated by it in such capacity or as a named agent for or on behalf of the carrier or multimodal transport operator, in any case respecting such Inventory (A) consigned to Agent or one of its Customs Brokers that is handling the importing, shipping and delivery of such Inventory (either directly or by means of endorsements), (B) that was issued by a consolidator respecting the subject Inventory, and (C) that is in the possession of Agent or a Customs Broker (in each case in the continental United States), (e) such Inventory is in the possession of a common carrier (including on behalf of any non-vessel operating common carrier) that has issued the bill of lading or other document of title with respect thereto or the Customs Broker handling the importing, shipping and delivery of such Inventory, (f) the documents of title related thereto are subject to the valid and perfected first- priority (subject only, in the case of documents of title of the Domestic Borrowers, to Liens in favor of the ABL Agent permitted pursuant to the terms hereof and subject to the Intercreditor Agreement) Lien of Agent, (g) Agent determines that such Inventory is not subject to (i) any Personβs right of reclamation, repudiation, stoppage in transit or diversion or (ii) any other right or claim of any other Person which is (or is capable of being) senior to, or pari passu with, the Lien of Agent or Agent determines that any Personβs right or claim impairs, or interferes with, directly or indirectly, the ability of Agent to realize on, or reduces the amount that Agent may realize from the sale or other disposition of such Inventory, unless, in the case of unpaid freight forwarder fees and expenses or customer duties and custom fees associated with such Inventory, Administrative Borrower has provided an estimate of same to Agent in order for Agent to establish an appropriate Reserve with respect thereto, (h) Administrative Borrower has provided (i) a certificate to Agent that certifies that, to the best knowledge of such Domestic Borrower, such Inventory meets all of the Domestic Borrowersβ representations and warranties contained in the Loan Documents concerning Eligible In-Transit Inventory, that it knows of no reason why such Inventory would not be accepted by such Domestic Borrower when it arrives in the continental United States and that the shipment as evidenced by the documents conforms to
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DB1/ 133650928.13 24 the related order documents, and (ii) upon Agentβs request, a copy of the invoice, packing slip and manifest with respect thereto, and (i) such Inventory shall not have been in transit for more than 45 days. βEligible Inventoryβ means Inventory of a Borrower that complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agentβs Permitted Discretion to address the results of any information with respect to the Borrowersβ business or assets of which Agent becomes aware after the Closing Date, including any field examination or appraisal performed or received by Agent from time to time after the Closing Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Borrowersβ historical accounting practices. An item of Inventory shall not be included in Eligible Inventory if: (a) a Borrower does not have good, valid, and marketable title thereto, (b) a Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of a Borrower), (c) it is not located at one of the locations in the continental United States or Canada set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 may be amended from time to time in accordance with Section 5.14) (or in-transit from one such location to another such location), (d) it is stored at locations holding less than $100,000 of the aggregate value of such Borrowerβs Inventory, (e) it is in-transit to or from a location of a Borrower (other than in-transit from one location set forth on Schedule 4.25 to this Agreement to another location set forth on Schedule 4.25 to this Agreement (as such Schedule 4.25 may be amended from time to time in accordance with Section 5.14)), (f) it is located on real property leased by a Borrower or in a contract warehouse or with a bailee, in each case, unless either (i) it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises, or (ii) either (A) Agent has established a Landlord Reserve with respect to such location, or (B) Agent, in its Permitted Discretion, has determined to not establish a Landlord Reserve with respect to such location at such time (which determination shall not limit Agentβs ability to establish a Landlord Reserve with respect to such location at any other time, in its Permitted Discretion and otherwise in accordance with this Agreement), (g) it is the subject of a bill of lading or other document of title, (h) it is not subject to a valid and perfected first-priority (subject only, in the case of Inventory of the Domestic Borrowers, to Liens in favor of the ABL Agent permitted pursuant to the terms hereof and subject to the Intercreditor Agreement) Agentβs Lien, (i) it consists of goods returned or rejected by a Borrowerβs customers, (j) it consists of goods that are obsolete, slow moving, spoiled or are otherwise past the stated expiration, βsell-byβ or βuse byβ date applicable thereto, restrictive or custom items or otherwise is manufactured in accordance with customer-specific requirements, work-in-process, raw materials, or DB1/ 133650928.13 25 goods that constitute packaging and shipping materials, supplies used or consumed in Borrowersβ business, bill and hold goods, defective goods, βseconds,β or Inventory acquired on consignment, (k) it is subject to third-party intellectual property, licensing or other proprietary rights, unless Agent is satisfied that such Inventory can be freely sold by Agent on and after the occurrence of an Event of Default despite such third party rights, or (l) such Inventory is owned by a Person that is joined to this Agreement as a Borrower pursuant to the provisions of this Agreement, until the completion of an Acceptable Appraisal of such Inventory and the completion of a field examination with respect to such Inventory that is satisfactory to Agent in its Permitted Discretion. βEligible IPβ means IP of a Domestic Borrower that complies with each of the representations and warranties respecting IP made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to time by Agent in Agentβs Permitted Discretion to address the results of any information with respect to the Borrowersβ business or assets of which Agent becomes aware after the Closing Date, including any field examination or appraisal performed or received by Agent from time to time after the Closing Date. Without limiting the foregoing, no IP of the Domestic Borrowers shall be Eligible IP unless: (a) a Domestic Borrower has good and valid title to such IP; (b) such Domestic Borrower is in compliance with the representations, warranties and covenants set forth in this Agreement and the other Loan Documents relating to the IP of such Domestic Borrower and such Intellectual Property conforms with the covenants or representation and warranties in the Loan Documents; (c) such IP shall be validly registered with the U.S Patent and Trademark Office, the U.S. Copyright Office or the Canadian Intellectual Property Office, as applicable, or such other equivalent foreign filing or registration office as applicable; (d) Agent shall have received evidence that all actions that the Agent may reasonably deem necessary in its Permitted Discretion in order to create a valid, perfected and enforceable first priority Lien on such IP under applicable law in favor of the Agent (including, without limitation, filings at the U.S. Patent and Trademark Office or such other equivalent foreign filing or registration office, as applicable) has been taken, and such IP shall not be subject to any other Liens (other than Permitted Liens); and (e) with respect to such IP which was not included in the most-recent appraisal received by the Agent under this Agreement or over which the Agent has not completed its legal and business due diligence in its Permitted Discretion, the Agent (i) shall have received an Acceptable Appraisal of such IP and (ii) shall have completed such legal and business due diligence that is required in Agentβs Permitted Discretion, and with the results of such due diligence satisfactory to the Agent in its Permitted Discretion; provided, however, that any such appraisals or legal or business due diligence shall be at the expense of the Borrowers and shall not be subject to (and shall not be included in) the limitations set forth in Section 5.7 on the number of collateral audits, examinations, or appraisals for which the Agent is entitled to be reimbursed in any period. βEligible Spare Parts Inventoryβ means Inventory that qualifies as Eligible Inventory and consists of goods that are first-quality spare parts and that are not located in open pallets or containers.
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DB1/ 133650928.13 26 βEmployee Benefit Planβ means any employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, (a) that is or within the preceding six (6) years has been sponsored, maintained or contributed to by any Loan Party or ERISA Affiliate or (b) to which any Loan Party or ERISA Affiliate has, or has had at any time within the preceding six (6) years, any liability, contingent or otherwise. βEnvironmental Actionβ means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of any Borrower, any Subsidiary of any Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower, any Subsidiary of any Borrower, or any of their predecessors in interest. βEnvironmental Lawβ means any applicable federal, state, provincial, territorial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Loan Party or its Subsidiaries, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time. βEnvironmental Liabilitiesβ means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action. βEnvironmental Lienβ means any Lien in favor of any Governmental Authority for Environmental Liabilities. βEquipmentβ means equipment (as that term is defined in the Code or the PPSA, as applicable). βEquity Interestsβ means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other βequity securityβ (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act). βEquivalent Amountβ means, on any date of determination, with respect to obligations or valuations denominated in one currency (the βfirst currencyβ), the amount of another currency (the βsecond currencyβ) which would result from the conversion of the relevant amount of the first currency into the second currency at the Spot Rate on the applicable date of determination, or at such other rate as the Agent may determine in its sole discretion. βERISAβ means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto. βERISA Affiliateβ means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of any Loan Party under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the DB1/ 133650928.13 27 employees of any Loan Party under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which any Loan Party is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with any Loan Party and whose employees are aggregated with the employees of such Loan Party under IRC Section 414(o). βErroneous Paymentβ has the meaning specified therefor in Section 17.16 of this Agreement. βErroneous Payment Deficiency Assignmentβ has the meaning specified therefor in Section 17.16 of this Agreement. βErroneous Payment Impacted Loansβ has the meaning specified therefor in Section 17.16 of this Agreement. βErroneous Payment Return Deficiencyβ has the meaning specified therefor in Section 17.16 of this Agreement. βEU Bail-In Legislation Scheduleβ means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. βEvent of Defaultβ has the meaning specified therefor in Section 8 of this Agreement. βExcessβ has the meaning specified therefor in Section 2.14 of this Agreement. βExchange Actβ means the Securities Exchange Act of 1934, as in effect from time to time. βExcluded Assetsβ has the meaning specified therefor in the Guaranty and Security Agreement. βExcluded Swap Obligationβ means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of (including by virtue of the joint and several liability provisions of Section 2.15), or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Partyβs failure for any reason to constitute an βeligible contract participantβ as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal. βExcluded Taxesβ means any of the following taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (i) any tax imposed on net income (including any branch profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Recipient is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Recipientβs principal office is located or as a result of a present or former connection between such Recipient and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely from such Recipient having executed, delivered, become a party to, or performed its obligations or received payment under, received or perfected a security interest under, enforced its rights or remedies under, or engaged in any other transaction pursuant to this Agreement or any other Loan Document, or sold or assigned an interest in any Loan or Loan Document),
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DB1/ 133650928.13 28 (ii)in the case of a Lender, withholding taxes that would not have been imposed but for a Lenderβs failure to comply with the requirements of Section 16.2 of this Agreement, (iii) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office, other than a designation made at the request of a Loan Party), except that Excluded Taxes shall not include (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16.1 of this Agreement, if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to this Agreement (other than pursuant to an assignment request by the Borrowers) or designates a new lending office, and (B) additional United States federal withholding taxes that may be imposed after the time such Foreign Lender becomes a party to this Agreement (other than pursuant to an assignment request by the Borrowers) or designates a new lending office, as a result of a change in law, rule, regulation, treaty, order or other decision or other Change in Law with respect to any of the foregoing by any Governmental Authority, (iv) any United States federal withholding taxes imposed under FATCA, and (v) any Canadian withholding tax that is imposed on amounts payable to a Lender as a result of such Lender (A) not dealing at armβs length (within the meaning of the Income Tax Act (Canada)) with a Loan Party, or (B) being a βspecified non-resident shareholderβ of a Loan Party or a non-resident person not dealing at armβs length with a βspecified shareholderβ of a Loan Party (in each case within the meaning of subsection 18(5) of the Income Tax Act (Canada)) (other than where the non-armβs length relationship arises, or where the Lender is a βspecified shareholderβ, or does not deal at armβs length with a βspecified shareholderβ, as a result of the Lender having become a party to, received or perfected a security interest under or received or enforce any rights under, a Loan Document). βExtraordinary Receiptsβ means (a) so long as no Event of Default has occurred and is continuing, proceeds of judgments, proceeds of settlements, or other consideration of any kind received in connection with any cause of action or claim, or any Tax refunds, and (b) if an Event of Default has occurred and is continuing, any payments received by any Loan Party or any of its Subsidiaries not in the ordinary course of business (and not consisting of proceeds described in Section 2.4(e)(iii) of this Agreement) consisting of (i) proceeds of judgments, proceeds of settlements, or other consideration of any kind received in connection with any cause of action or claim (and not consisting of proceeds described in Section 2.4(e)(iii) of this Agreement, but including proceeds of business interruption insurance), or any Tax refunds, (ii) indemnity payments (other than to the extent such indemnity payments are immediately payable to a Person that is not an Affiliate of any Loan Party or any of its Subsidiaries, and (iii) any purchase price adjustment received in connection with any purchase agreement. βFATCAβ means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and (a) any current or future regulations or official interpretations thereof, (b) any agreements entered into pursuant to Section 1471(b)(1) of the IRC, and (c) any intergovernmental agreement entered into by the United States (or any fiscal or regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental agreement entered into in connection therewith). βFCCR Financial Covenant Trigger Dateβ means the first date on which both (i) the Fixed Charge Coverage Ratio for the 12-month period ended on the last day of the fiscal month immediately prior to such date is at least 1.00 to 1.00 and (ii) ABL Availability is equal to or greater than $20,000,000. βFCPAβ means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. βFederal Funds Rateβ means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal DB1/ 133650928.13 29 Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero). βFee Letterβ means that certain fee letter, dated as of even date with this Agreement, among Borrowers and Agent, in form and substance reasonably satisfactory to Agent. βFixed Charge Coverage Ratioβ means, with respect to any fiscal period and with respect to Borrowers and their Subsidiaries determined on a consolidated basis in accordance with GAAP, the ratio of (a) EBITDA for such period minus Unfinanced Capital Expenditures made (to the extent not already incurred in a prior period) or incurred during such period, to (b) Fixed Charges for such period. βFixed Chargesβ means, with respect to any fiscal period and with respect to Borrowers and their Subsidiaries determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) Interest Expense required to be paid (net of interest income of such Person during such period and excluding interest paid-in-kind, amortization of financing fees, costs, and expenses, and other non-cash Interest Expense) during such period, (b) principal payments in respect of Indebtedness for borrowed money paid (whether voluntary, mandatory, scheduled or otherwise) or that are required to be paid during such period (including any required payments or prepayments from excess cash flow during such period, but excluding, for the avoidance of doubt, (x) principal payments relating to outstanding ABL Revolving Loans and the Term Loan and (y) the repayment of the ABL Existing Term Loan on the Closing Date), (c) all federal, state, and local income taxes required to be paid in cash during such period (net receipt of tax refunds paid in cash), provided, that any tax refunds received shall be applied in the inverse order for, and in amounts actually paid in, the period in which the applicable cash outlay for such taxes was made, (d) all Restricted Payments paid (whether in cash or other property, other than common Equity Interests) during such period, and (e) to the extent not otherwise deducted from EBITDA for such period, all payments required to be made during such period in respect of any funding deficiency or funding shortfall with respect to any Pension Plan or for any Withdrawal Liability. βFlood Lawsβ means the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, and related laws, rules and regulations, including any amendments or successor provisions. βFloorβ means a rate of interest equal to 1.00%. βFlow of Funds Agreementβ means a flow of funds agreement, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrowers and Agent. βForeign Lenderβ means any Lender that is not a United States person within the meaning of IRC section 7701(a)(30). βForeign Subsidiaryβ means any direct or indirect subsidiary of any Loan Party that is organized under the laws of any jurisdiction other than the United States, any state thereof or the District of Columbia. βFunding Lossesβ means the failure to borrow or prepay any SOFR Loan on any date specified by the Borrowers following notice thereof to Agent, or as otherwise required by this Agreement. βGAAPβ means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.
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DB1/ 133650928.13 30 βGoverning Documentsβ means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person. βGovernmental Authorityβ means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, county, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank). βGuarantorβ means (a) each Person that guaranties all or a portion of the Obligations, including any Person that is a βGuarantorβ under the Guaranty and Security Agreement, and (b) each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11 of this Agreement. βGuaranty and Security Agreementβ means a guaranty and security agreement, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by each of the Loan Parties to Agent. βHazardous Materialsβ means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as βhazardous substances,β βhazardous materials,β βhazardous wastes,β βtoxic substances,β or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or βEP toxicityβ, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million. βHedge Agreementβ means a βswap agreementβ as that term is defined in Section 101(53B)(A) of the Bankruptcy Code. βHedge Obligationsβ means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of each Loan Party and its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers. βHedge Providerβ means Xxxxx Fargo or any of its Affiliates. βHilcoβ means Hilco Enterprise Valuation Services, LLC. βImmaterial Subsidiariesβ means, collectively, (a) Nautilus Shanghai Fitness and (b) US Octane Fitness. βIncreaseβ has the meaning specified therefor in Section 2.14. βIncrease Amendmentβ has the meaning specified therefor in Section 2.14. βIncrease Dateβ has the meaning specified therefor in Section 2.14. DB1/ 133650928.13 31 βIncreased Reporting Eventβ means if at any time ABL Availability is less than the greater of (a) 15.0% of the Combined Line Cap (excluding the effect, if any, of any Term Pushdown Reserve) and (b) $16,250,000.βIncreased Reporting Periodβ means the period commencing after the continuance of an Increased Reporting Event and continuing until the date when no Increased Reporting Event has occurred for 30 consecutive days. βIndebtednessβ as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses) and any earn-out or similar obligations, (f) all monetary obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person, and (h) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (g) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation. βIndemnified Liabilitiesβ has the meaning specified therefor in Section 10.3 of this Agreement. βIndemnified Personβ has the meaning specified therefor in Section 10.3 of this Agreement. βIndemnified Taxesβ means, (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account of any obligation of, any Loan Party under any Loan Document, and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes. βInsolvency Proceedingβ means any proceeding commenced by or against any Person under any Debtor Relief Law, each as now and hereafter in effect, any successors to such statutes, and any similar laws in any jurisdiction including, without limitation, any laws relating to assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief and any law permitting a debtor to obtain a stay or a compromise of the claims of its creditors. βIntellectual Propertyβ means βIntellectual Propertyβ as defined in the Guaranty and Security Agreement or the Canadian Guaranty and Security Agreement, as applicable. βIntellectual Property Licensesβ means βIntellectual Property Licensesβ as defined in the Guaranty and Security Agreement or the Canadian Guaranty and Security Agreement, as applicable. βIntellectual Property Reservesβ means such reserves as may be established from time to time by the Agent in its Permitted Discretion with respect to Eligible IP, including, without limitation, (a) to reflect
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DB1/ 133650928.13 32 the impediments to the Agentβs ability to realize upon Eligible IP, (b) to reflect claims and liabilities that the Agent determines will need to be satisfied in connection with the realization upon the Eligible IP, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect the Eligible IP or (d) to reflect costs and expenses associated with the Eligible IP (including any such costs and expenses that the Agent determines in its Permitted Discretion may need to be paid in connection with the realization upon the Eligible IP). βIntercompany Subordination Agreementβ means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent. βIntercreditor Agreementβ means (a) that certain Intercreditor Agreement dated as of the Closing Date by and between the ABL Agent and the Agent, and acknowledged and agreed to by the Loan Parties, as amended, modified, restated or replaced from time to time in accordance with the terms thereof or (b) any other intercreditor agreement acceptable to the Agent by and among the Agent and any agent or trustee with respect to the ABL Credit Agreement or any Refinancing Indebtedness thereof, as it may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof. βInterest Expenseβ means, for any period, the aggregate of the interest expense of Borrowers for such period, determined on a consolidated basis in accordance with GAAP. βIntercreditor Provisionsβ has the meaning specified in Section 8.14. βInterest Payment Dateβ means (i) the first day of each calendar month, (ii) on any date of prepayment, with respect to the principal amount of the Term Loan being prepaid; and (iii) on the Maturity Date. βIn-Transit Inventory Advance Rateβ means 10%; provided, however, from and after March 31, 2023, such advance rate shall automatically reduce by an amount equal to 0.625% on the last day of each calendar quarter until such advance rate equals 5%. βInventoryβ means inventory (as that term is defined in the Code or the PPSA, as applicable). βInventory Advance Rateβ means (a) with respect to Domestic Borrowers, 15%; provided, however, from and after March 31, 2023, such advance rate shall automatically reduce by an amount equal to 0.625% on the last day of each calendar quarter until such advance rate equals 10% and (b) with respect to Canadian Borrowers, 90%; provided, however, from and after March 31, 2023, such advance rate shall automatically reduce by an amount equal to 0.625% on the last day of each calendar quarter until such advance rate equals 85%. βInventory Letter Agreementβ means that certain letter agreement in respect of Inventory, dated as of the Closing Date, by and among the Agent, the ABL Agent, the Loan Parties, and the Subsidiaries of the Loan Parties. βInventory Reservesβ means, as of any date of determination, (a) Landlord Reserves in respect of Inventory, (b) in the case of Eligible Inventory, to be consistent with and not duplicative of the calculation of the Net Recovery Percentage with respect to such Inventory, those reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including reserves for slow moving Inventory and Inventory shrinkage) with respect to Eligible Inventory, including based on the results of appraisals, and (c) in the case of Eligible In-Transit Inventory, to be consistent with DB1/ 133650928.13 33 and not duplicative of the calculation of the Net Recovery Percentage with respect to such Inventory, those reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain with respect to Eligible In-Transit Inventory (i) to the extent not already included in the Net Recovery Percentage with respect to such Inventory, for the estimated costs relating to unpaid freight charges, warehousing or storage charges, taxes, duties, and other similar unpaid costs associated with the acquisition of such Eligible In-Transit Inventory, plus (ii) for the estimated reclamation claims of unpaid sellers of such Eligible In-Transit Inventory. βInvestmentβ means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide accounts receivable arising in the ordinary course of business but including, without limitation, all Special Foreign Subsidiary Investments), or acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs, or write-offs with respect to such Investment. βInvestment Grade Account Debtorβ means an account debtor that, at the time of determination, maintains a corporate credit rating and/or family rating, as applicable, of BBB or higher by S&P or Ba or higher in Moodyβs. βIPβ means, with respect to any Domestic Borrower, Intellectual Property of such Domestic Borrower and Intellectual Property Licenses provided to such Domestic Borrower in or with respect to Intellectual Property owned or controlled by any other Person. βIP Advance Rateβ means 65%; provided, however, from and after March 31, 2023, such advance rate shall automatically reduce by an amount equal to 1.25% on the last day of each calendar quarter until such advance rate equals 55%. βIRCβ means the Internal Revenue Code of 1986, as in effect from time to time. βJoinderβ means a joinder agreement substantially in the form of Exhibit J-1 to this Agreement. βLandlord Reserveβ means, as to each location at which a Borrower has Inventory or books and records located and as to which a Collateral Access Agreement has not been received by Agent, a reserve in an amount equal to three (3) monthsβ rent, storage charges, fees or other amounts under the lease or other applicable agreement relative to such location or, if greater and Agent so elects, the number of monthsβ rent, storage charges, fess or other amounts for which the landlord, bailee, warehouseman or other property owner will have, under applicable law, a Lien in the Inventory of such Borrower to secure the payment of such amounts under the lease or other applicable agreement relative to such location. βLenderβ has the meaning set forth in the preamble to this Agreement, shall include any other Person made a party to this Agreement pursuant to the provisions of Section 13.1 of this Agreement and βLendersβ means each of the Lenders or any one or more of them. βLender Groupβ means each of the Lenders and Agent, or any one or more of them. βLender Group Expensesβ means all (a) reasonable and documented costs or expenses (including taxes and insurance premiums) required to be paid by any Loan Party or its Subsidiaries under any of the
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DB1/ 133650928.13 34 Loan Documents that are paid, advanced, or incurred by the Lender Group in accordance with the Loan Documents, (b) reasonable and documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Groupβs transactions with each Loan Party and its Subsidiaries under any of the Loan Documents, including, photocopying, notarization, couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) Agentβs customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP and/or Canadian AML Legislation searches related to any Loan Party or its Subsidiaries, (d) Agentβs reasonable and documented customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise), together with any reasonable and documented out-of-pocket costs and expenses incurred in connection therewith, (e) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) reasonable, documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) field examination, appraisal, and valuation fees and expenses of Agent related to any field examinations, appraisals, or valuation to the extent of the fees and charges (and up to the amount of any limitation) provided in Section 5.7(c) of this Agreement, (h) subject to the limitations in Section 10.3, Agentβs and Lendersβ reasonable, documented costs and expenses (including reasonable and documented attorneysβ fees and expenses) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions contemplated by the Loan Documents, Agentβs Liens in and to the Collateral, or the Lender Groupβs relationship with any Loan Party or any of its Subsidiaries, (i) Agentβs reasonable and documented costs and expenses (including reasonable and documented attorneysβ fees and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to the rating of the Term Loan, CUSIP, DXSyndicateβ’, SyndTrak or other communication costs incurred in connection with a syndication of the loan facilities), or amending, waiving, or modifying the Loan Documents, and (j) Agentβs and each Lenderβs reasonable and documented costs and expenses (including reasonable and documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a βworkout,β a βrestructuring,β or an Insolvency Proceeding concerning any Loan Party or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral (provided, that the fees and expenses of counsel that shall constitute Lender Group Expenses shall in any event be limited to one primary counsel to Agent and one primary counsel to the Lenders, one local counsel to Agent in each reasonably necessary jurisdiction, one specialty counsel to Agent in each reasonably necessary specialty area (including insolvency law), and one or more additional counsel to Lenders if one or more conflicts of interest arise). βLender Group Representativesβ has the meaning specified therefor in Section 17.9 of this Agreement. βLender-Related Personβ means, with respect to any Lender, such Lender, together with such Xxxxxxβs Affiliates, officers, directors, employees, attorneys, and agents. βLienβ means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature DB1/ 133650928.13 35 whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing. βLine Capβ means, as of any date of determination, the lesser of (a) the aggregate outstanding principal amount of the Term Loan at such time and (b) the Aggregate Borrowing Base as of such date of determination. βLoanβ means the Term Loan made (or to be made) hereunder. βLoan Accountβ has the meaning specified therefor in Section 2.9 of this Agreement. βLoan Documentsβ means this Agreement, the Control Agreements, the Copyright Security Agreement, any Borrowing Base Certificate, the Credit Card Notifications, the Fee Letter, the Guaranty and Security Agreement, the Intercompany Subordination Agreement, the Mortgages, the Pacific Direct Collateral Assignment, the Patent Security Agreement, the Trademark Security Agreement, the Canadian Guaranty and Security Agreement, the Intercreditor Agreement, the Inventory Letter Agreement, any note or notes executed by Borrowers in connection with this Agreement and payable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by any Loan Party or any of its Subsidiaries and any member of the Lender Group in connection with this Agreement. βLoan Partyβ means any Borrower or any Guarantor. βMargin Stockβ as defined in Regulation U of the Board of Governors as in effect from time to time. βMaterial Adverse Effectβ means (a) a material adverse effect in the business, operations, results of operations, assets, liabilities or financial condition of the Loan Parties and their Subsidiaries, taken as a whole, (b) a material impairment of the Loan Partiesβ and their Subsidiariesβ ability, taken as a whole, to perform their obligations under the Loan Documents to which they are parties or of the Lender Groupβs ability to enforce the Obligations or realize upon the Collateral (other than as a result of as a result of an action taken or not taken that is solely in the control of Agent), or (c) a material impairment of the enforceability or priority of Agentβs Liens with respect to all or a material portion of the Collateral. βMaterial Contractβ means, with respect to any Person, (a) the Pacific Direct License Agreement and (b) all other contracts or agreements the loss of which could reasonably be expected to result in a Material Adverse Effect other than the Loan Documents. βMaterial Customersβ means, collectively, the Persons set forth on Schedule 4.20 to this Agreement. βMaturity Dateβ means earlier of (a) October 29, 2026 and (b) the βMaturity Dateβ under the ABL Credit Agreement. βMoodyβsβ has the meaning specified therefor in the definition of Cash Equivalents. βMortgagesβ means, individually and collectively, one or more mortgages, charges, deeds of trust, deeds to secure debt, deeds of hypothec, or debentures executed and delivered by a Loan Party or one of its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber the Real Property Collateral.
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DB1/ 133650928.13 36 βMultiemployer Planβ means any multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA with respect to which any Loan Party or ERISA Affiliate has an obligation to contribute or has any liability, contingent or otherwise or could be assessed withdrawal liability assuming a complete withdrawal from any such multiemployer plan. βNautilus Dutchβ means Nautilus Fitness International, B.V., a company with limited liability organized under the laws of the Netherlands and a wholly-owned Subsidiary of Nautilus. βNautilus Dutch Reserveβ means $1,000,000 and if Nautilus Dutch is not joined as a Loan Party in accordance with Section 5.13 on or prior to January 15, 2023, such amount shall increase on January 15, 2023 and every fourteen (14) days thereafter by $500,000 until Nautilus Dutch is joined as a Loan Party and satisfies the requirements set forth in Section 5.13(a); provided, however, the amount of the Nautilus Dutch Reserve shall not exceed $4,000,000 in the aggregate, and upon Nautilus Dutch joining as a Loan Party and satisfying the requirements set forth in Section 5.13(a), the Nautilus Dutch Reserve shall automatically be reduced to $0. βNautilus Fitness Equipmentsβ means Nautilus (Shanghai) Fitness Equipments Co., Ltd., a company with limited liability organized under the law of the Peopleβs Republic of China and a wholly- owned Subsidiary of Nautilus. βNautilus Shanghai Fitnessβ means Nautilus (Shanghai) Fitness Co., Ltd., a company with limited liability organized under the law of the Peopleβs Republic of China and a wholly-owned Subsidiary of Nautilus. βNautilus Swissβ means Nautilus Switzerland AG, a company organized under the laws of Switzerland and a wholly-owned Subsidiary of Nautilus. βNet Cash Proceedsβ means: (a) with respect to any sale or disposition by any Loan Party or any of its Subsidiaries of assets, the amount of cash proceeds received (directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of such Loan Party or such Subsidiary, in connection therewith after deducting therefrom only (i) the amount of any Indebtedness secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any Lender under this Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such sale or disposition, (ii) reasonable fees, commissions, and expenses related thereto and required to be paid by such Loan Party or such Subsidiary in connection with such sale or disposition, (iii) Taxes paid or payable to any taxing authorities by such Loan Party or such Subsidiary in connection with such sale or disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate of any Loan Party or any of its Subsidiaries, and are properly attributable to such transaction, and (iv) all amounts that are set aside as a reserve (A) for adjustments in respect of the purchase price of such assets, (B) for any liabilities associated with such sale or casualty, to the extent such reserve is required by GAAP, and (C) for the payment of unassumed liabilities relating to the assets sold or otherwise disposed of at the time of, or within 30 days after, the date of such sale or other disposition, to the extent that in each case the funds described above in this clause (iv) are (x) deposited into escrow with a third party escrow agent or set aside in a separate Deposit Account that is subject to a Control Agreement in favor of Agent, and (y) paid to Agent as a prepayment of the applicable Obligations in accordance with Section 2.4(e) of this Agreement at such time when such amounts are no longer required to be set aside as such a reserve; and DB1/ 133650928.13 37 (b) with respect to the issuance or incurrence of any Indebtedness by any Loan Party or any of its Subsidiaries, or the issuance by any Loan Party or any of its Subsidiaries of any Equity Interests, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Loan Party or such Subsidiary in connection with such issuance or incurrence, after deducting therefrom only (i) reasonable fees, commissions, and expenses related thereto and required to be paid by such Loan Party or such Subsidiary in connection with such issuance or incurrence, and (ii) taxes paid or payable to any taxing authorities by such Loan Party or such Subsidiary in connection with such issuance or incurrence, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate of any Loan Party or any of its Subsidiaries, and are properly attributable to such transaction. βNet Recovery Percentageβ means, as of any date of determination, the percentage of the book value of Borrowersβ Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to be determined as to each category of Inventory and to be as specified in the most recent Acceptable Appraisal of Inventory. βNon-Consenting Lenderβ has the meaning specified therefor in Section 14.2(a) of this Agreement. βNon-Defaulting Lenderβ means each Lender other than a Defaulting Lender. βNotification Eventβ means (a) the occurrence of a βreportable eventβ described in Section 4043 of ERISA for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a βsubstantial employerβ as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the imposition of a Lien pursuant to the IRC or ERISA in connection with any Pension Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12 of this Agreement), (h) any event or condition that results in the insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being determined to be in βat risk statusβ within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being determined to be in βendangered statusβ or βcritical statusβ within the meaning of IRC Section 432(b) or the written determination that any Multiemployer Plan is or is expected to be insolvent within the meaning of Title IV of ERISA, (l) with respect to any Pension Plan, any Loan Party or ERISA Affiliate incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an βaccumulated funding deficiencyβ within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could reasonably be expected to
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DB1/ 133650928.13 38 result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days; provided, that in each of above clauses (a) through (q), it either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect. βObligationsβ means all loans (including the Term Loan), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), obligations (including indemnification obligations), fees (including the fees (including, without limitation, the Early Termination Premium) provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all covenants and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or evidenced by this Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that any Loan Party is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents; provided that, anything to the contrary contained in the foregoing notwithstanding, the Obligations shall exclude any Excluded Swap Obligation. Without limiting the generality of the foregoing, the Obligations of Borrowers under the Loan Documents include the obligation to pay (i) the principal of the Term Loan, (ii) interest accrued on the Term Loan, (iii) Lender Group Expenses, (iv) fees payable under this Agreement or any of the other Loan Documents, and (v) indemnities and other amounts payable by any Loan Party under any Loan Document. Any reference in this Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding. βOFACβ means The Office of Foreign Assets Control of the U.S. Department of the Treasury. βOriginating Lenderβ has the meaning specified therefor in Section 13.1(e) of this Agreement. βOther Taxesβ means all present or future stamp, court, excise, value added, or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document. βPacific Directβ means Pacific Direct, LLC, a Delaware limited liability company. βPacific Direct Collateral Assignmentβ means that certain Collateral Assignment (including any and all supplements thereto), dated as of the date hereof, by and among Nautilus, Pacific Direct, and Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time. βPacific Direct License Agreementβ means that certain Trademark License Agreement, dated as of September 20, 2001, by and among Nautilus, Pacific Direct, and Schwinn Acquisition LLC, a Delaware limited liability company, as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted pursuant to the terms of the Pacific Direct Collateral Assignment. βParticipantβ has the meaning specified therefor in Section 13.1(e) of this Agreement. βParticipant Registerβ has the meaning set forth in Section 13.1(i) of this Agreement. DB1/ 133650928.13 39 βPatent Security Agreementβ has the meaning specified therefor in the Guaranty and Security Agreement. βPatriot Actβ has the meaning specified therefor in Section 4.13 of this Agreement. βPayment Recipientβ has the meaning specified therefor in Section 17.16 of this Agreement. βPBGCβ means the Pension Benefit Guaranty Corporation or any successor agency. βPension Planβ means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV or Section 302 of ERISA or Sections 412 or 430 of the Code sponsored, maintained, or contributed to by any Loan Party or ERISA Affiliate or to which any Loan Party or ERISA Affiliate has any liability, contingent or otherwise. βPerfection Certificateβ means a certificate in the form of Exhibit P-1 to this Agreement. βPermitted Discretionβ means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment. βPermitted Dispositionsβ means: (a) sales, abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete or no longer used or useful in the ordinary course of business and leases or subleases of Real Property not useful in the conduct of the business of the Loan Parties and their Subsidiaries, (b) sales of Inventory to buyers in the ordinary course of business, (c) the use or transfer of money or Cash Equivalents and Permitted Policy Investments in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents, (d) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business, (e) the granting of Permitted Liens, (f) the sale or discount, in each case without recourse, of accounts receivable (other than Eligible Accounts and Eligible Credit Card Receivables) arising in the ordinary course of business, but only in connection with the compromise or collection thereof, (g) any involuntary loss, damage or destruction of property, (h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property, (i) the leasing or subleasing of Real Property of any Loan Party or its Subsidiaries in the ordinary course of business, (j) the sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Administrative Borrower, (k) (i) the lapse of registered patents, trademarks, copyrights and other intellectual property of any Loan Party or any of its Subsidiaries to the extent not economically desirable in the conduct
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DB1/ 133650928.13 40 of its business, or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Lender Group, (l) the making of Restricted Payments that are expressly permitted to be made pursuant to this Agreement, (m) the making of Permitted Investments, (n) sales, transfers or other dispositions of assets (i) from a Borrower to another Borrower, (ii) subject to clause (o) of the definition of βPermitted Investmentsβ, from any Loan Party or any of its Subsidiaries (other than any Borrower) to a Loan Party, and (iii) from any Subsidiary of any Loan Party that is not a Loan Party to any other Subsidiary of any Loan Party; provided that (x) such sales, transfers and Dispositions from any Domestic Loan Party to any Canadian Loan Party shall not be made in violation of the Inventory Letter Agreement and shall be made only in the ordinary course of business consistent with the past practices of the Loan Parties and (y) no such sales, transfers and Dispositions shall be made from a Loan Party or any of its Subsidiaries to any Immaterial Subsidiary, (o) dispositions of Equipment or Real Property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall constitute Collateral, (p) [reserved], (q) dispositions of property pursuant to a SaleβLeaseback that (i) is made for cash consideration in an amount not less than the fair market value of such fixed or capital asset and is consummated within 90 days after such Loan Party or such Subsidiary acquires or completes the construction of such fixed or capital asset, and (ii) the aggregate fair market value of all assets disposed of pursuant to this clause (q) would not exceed $500,000, and (r) sales or dispositions of fixed assets (including intangible property related to such fixed assets) not otherwise permitted in clauses (a) through (q) above so long as made at fair market value and the aggregate fair market value of all assets disposed of in fiscal year (including the proposed disposition) would not exceed $2,000,000; provided, that if, as of any date of determination, sales or dispositions by the Loan Parties during the period of time from the first day of the month in which such date of determination occurs until such date of determination, either individually or in the aggregate, involve $500,000 or more of assets included in a Borrowing Base and/or the ABL Borrowing Base (based on the fair market value of the assets so disposed) (the βThreshold Amountβ), then Borrowers shall have, prior to consummation of the sale or disposition that causes the assets included in a Borrowing Base and/or the ABL Borrowing Base that are disposed of during such period to exceed the Threshold Amount, delivered to Agent updated Borrowing Base Certificates that reflects the removal of the applicable assets from the applicable Borrowing Base and/or the ABL Borrowing Base. Notwithstanding anything to the contrary contained in this definition, (A) except as provided in clause (d), (k) or (n) above, no Borrower Intellectual Property shall be the subject of any transfer, sale or disposition (in each case, pursuant to a Disposition, a Permitted Investment, a Permitted Lien or otherwise) to any non-Loan Party or (B) no other asset included in the determination of any Borrowing Base or any ABL Borrowing Base (other than Dispositions described in clause (d), (k) or (n) DB1/ 133650928.13 41 above) shall be the subject of any transfer, sale or disposition (in each case, pursuant to a Disposition, a Permitted Investment, a Permitted Lien or otherwise) to any non-Loan Party in compliance with this definition above unless before and after giving effect to any such Disposition, no Event of Default shall have occurred and be continuing and, at least three (3) Business Days prior to the consummation of such Disposition, the Administrative Borrower shall have delivered to the Agent updated Borrowing Base Certificates excluding the assets subject to such Disposition from the calculations thereunder. βPermitted Indebtednessβ means: (a) Indebtedness in respect of the Obligations, (b) Indebtedness as of the Closing Date set forth on Schedule 4.14 to this Agreement and any Refinancing Indebtedness in respect of such Indebtedness, (c) (i) Permitted Purchase Money Indebtedness, (ii) Indebtedness (other than Indebtedness for borrowed money) arising out of SaleβLeaseback permitted under clause (q) of the definition of Permitted Dispositions, and (iii) any Refinancing Indebtedness in respect of any such Indebtedness under the immediately preceding clauses (i) and (ii), (d) Indebtedness arising in connection with the endorsement of instruments or other payment items for deposit, (e) Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) unsecured guarantees with respect to Indebtedness of any Loan Party or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness, (f) [reserved], (g) [reserved], (h) Indebtedness incurred in the ordinary course of business under performance, bid, surety, statutory, or appeal bonds, (i) Indebtedness owed to any Person providing workerβs compensation, health, disability, or other employee benefits or property, casualty, liability, or other insurance to any Loan Party or any of its Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year, (j) the incurrence by any Loan Party or its Subsidiaries of Indebtedness under Hedge Agreements that is incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Loan Partyβs or such Subsidiaryβs operations and not for speculative purposes, (k) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called βpurchase cardsβ, βprocurement cardsβ or βp-cardsβ), or Cash Management Services (as defined in the ABL Credit Agreement as in effect on the date hereof),
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DB1/ 133650928.13 42 (l) unsecured Indebtedness of any Loan Party owing to employees, former employees, former officers, directors, or former directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase or redemption by such Loan Party of the Equity Interests of Administrative Borrower that has been issued to such Persons as of the Closing Date, so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, (ii) the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $100,000, and (iii) such Indebtedness is subordinated in right of payment to the Obligations on terms and conditions reasonably acceptable to Agent, (m) contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation of any Loan Party incurred in connection with the consummation of one or more Acquisition, (n) Indebtedness comprising Permitted Investments, (o) unsecured Indebtedness incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business and βCash Management Servicesβ under and as defined in the ABL Credit Agreement as in effect on the date hereof, (p) [reserved], (q) Indebtedness in an aggregate outstanding principal amount not to exceed $1,000,000 at any time outstanding for all Subsidiaries of each Loan Party that are CFCs; provided, that such Indebtedness is not directly or indirectly recourse to any of the Loan Parties or of their respective assets, (r) accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on Indebtedness that otherwise constitutes Permitted Indebtedness, (s) any other unsecured Indebtedness incurred by any Loan Party or any of its Subsidiaries in an aggregate outstanding amount not to exceed $5,000,000 at any one time, and (t) the ABL Obligations incurred pursuant to the ABL Loan Documents; provided that the maximum principal amount of the ABL Obligations will not exceed the Maximum ABL Facility Amount (as defined in the Intercreditor Agreement as in effect on the date hereof). βPermitted Intercompany Advancesβ means loans made by (a) subject to clause (o) of the definition of βPermitted Investmentsβ, a Loan Party to another Loan Party, (b) a Subsidiary of a Loan Party that is not a Loan Party to another Subsidiary of a Loan Party that is not a Loan Party, (c) a Subsidiary of a Loan Party that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement, or (d) a Loan Party to a Subsidiary of a Loan Party that is not a Loan Party so long as, solely for purposes of this clause (d), (i) the aggregate amount of all such loans (by type, not by the borrower) does not exceed $2,500,000 outstanding at any one time, (ii) at the time of the making of such loan, no Event of Default has occurred and is continuing or would result therefrom and (iii) Borrowers have ABL Availability of $40,000,000 or greater immediately after giving effect to each such loan. βPermitted Investmentsβ means: (a) Investments in cash and Cash Equivalents, DB1/ 133650928.13 43 (b) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business, (c) advances made in connection with purchases of goods or services in the ordinary course of business, (d) Investments received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Subsidiaries, (e) Investments owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on Schedule P-1 to this Agreement, (f) guarantees permitted under the definition of Permitted Indebtedness, (g) Permitted Intercompany Advances, (h) Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to a Loan Party or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims, (i) deposits of cash made in the ordinary course of business to secure performance of operating leases, (j) (i) non-cash loans and advances to employees, officers, and directors of a Loan Party or any of its Subsidiaries for the purpose of purchasing Equity Interests in Administrative Borrower so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in Administrative Borrower, and (ii) loans and advances to employees and officers of a Loan Party or any of its Subsidiaries in the ordinary course of business for any other business purpose and in an aggregate amount not to exceed $250,000 at any one time, (k) [reserved], (l) Investments in the form of capital contributions and the acquisition of Equity Interests made by any Loan Party in any other Loan Party (other than capital contributions to or the acquisition of Equity Interests of Administrative Borrower), (m) Investments resulting from entering into agreements relative to obligations permitted under clause (j) of the definition of Permitted Indebtedness, (n) equity Investments by any Loan Party in any Subsidiary of such Loan Party which is required by law to maintain a minimum net capital requirement or as may be otherwise required by applicable law, (o) so long as no Cash Dominion Event has occurred and is continuing or would result therefrom, Special Foreign Subsidiary Investments; provided, however, if a Cash Dominion Event has occurred and is continuing but no Event of Default has occurred and is continuing or would result therefrom, Special Foreign Subsidiary Investments may be made in any month solely for the purpose of funding payroll and/or rent of Nautilus Swiss and/or Nautilus Fitness Equipments, as the case may be, in an aggregate
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DB1/ 133650928.13 44 amount not to exceed $850,000 in the ordinary course of business and consistent with past practices; provided, further, from and after the date an Event of Default has occurred and remains continuing or would result therefrom, no Special Foreign Subsidiary Investments may be made. For the avoidance of doubt, the restrictions set forth in this clause (o) shall not apply with respect to Special Foreign Subsidiary Investments from and after the date Nautilus Swiss and Nautilus Fitness Equipments are joined as Loan Parties in accordance with the terms hereof, but until the Discharge of ABL Obligations, such Special Foreign Subsidiary Investments shall continue to be subject to the restrictions set forth in the ABL Credit Agreement, (p) Permitted Policy Investments, and (q) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount not to exceed $5,000,000 during the term of this Agreement. Notwithstanding anything to the contrary contained in this definition, other than Investments constituting Permitted Dispositions of the type described in clauses (d) and (n) of the definition thereof, (A) no Borrower Intellectual Property shall be the subject of any Investment in any non-Loan Party to any non- Loan Party or (B) no other asset included in the determination of any Borrowing Base or any ABL Borrowing Base shall be the subject of any Investment to any non-Loan Party in compliance with this definition above unless before and after giving effect to any such Disposition, no Event of Default shall have occurred and be continuing and, at least three (3) Business Days prior to the consummation of such Disposition, the Administrative Borrower shall have delivered to the Agent updated Borrowing Base Certificates excluding the assets subject to such Investment from the calculations thereunder. Notwithstanding anything to the contrary contained herein, other than Investments permitted pursuant to clause (e), no Loan Party shall, nor permit any of its Subsidiaries to, make any Investments in any Immaterial Subsidiary. βPermitted Liensβ means: (a) Liens granted to, or for the benefit of, Agent to secure the Obligations, (b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have priority over Agentβs Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests, (c) judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default under Section 8.3 of this Agreement, (d) Liens set forth on Schedule P-2 to this Agreement; provided, that to qualify as a Permitted Lien, any such Lien described on Schedule P-2 to this Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof, (e) the interests of lessors under operating leases and non-exclusive licensors under license agreements, (f) purchase money Liens on fixed assets or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches only to the fixed asset purchased or acquired and the proceeds thereof, and (ii) DB1/ 133650928.13 45 such Lien only secures the Indebtedness that was incurred to acquire the fixed asset purchased or acquired or any Refinancing Indebtedness in respect thereof, (g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests, (h) Liens on amounts deposited to secure any Borrowerβs and its Subsidiariesβ obligations in connection with workerβs compensation or other unemployment insurance, (i) Liens on amounts deposited to secure any Borrowerβs and its Subsidiariesβ obligations in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money, (j) Liens on amounts deposited to secure any Borrowerβs and its Subsidiariesβ reimbursement obligations with respect to surety or appeal bonds obtained in the ordinary course of business, (k) with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof, (l) to the extent constituting a Lien, non-exclusive licenses of patents, trademarks, copyrights and other intellectual property rights to the extent permitted pursuant to clause (d) of the definition of βPermitted Dispositionβ, (m) Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness, (n) rights of setoff or bankersβ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such Deposit Accounts in the ordinary course of business, (o) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness, (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (q) [reserved], (r) [reserved], (s) Liens or rights of setoff against credit balances of Borrowers with Credit Card Issuers or Credit Card Processors or amounts owing by such Credit Card Issuers or Credit Card Processors to Borrowers in the ordinary course of business, but not Liens on or rights of setoff against any other property or assets of Borrowers, pursuant to the Credit Card Agreements to secure the obligations of Borrowers to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks,
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DB1/ 133650928.13 46 (t) Liens arising out of SaleβLeaseback permitted under clause (q) of the definition of Permitted Dispositions, (u) other Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations secured thereby does not exceed $1,000,000, and (v) Liens in favor of the ABL Agent securing ABL Obligations subject in all respect to, and to the extent such Liens comply with, the Intercreditor Agreement; provided that any such Liens on any Term Priority Collateral are junior to the Liens on the Term Priority Collateral securing the Obligations. βPermitted Policy Investmentsβ means Investments permitted in accordance with Administrative Xxxxxxxxβs investment policy delivered to Agent prior to the Closing Date and adopted by the Board of Directors of Administrative Borrower as in effect as of the Closing Date or as otherwise updated from time to time in consultation with Agent and otherwise reasonably satisfactory to Agent. βPermitted Protestβ means the right of any Loan Party or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), Taxes (other than payroll Taxes or Taxes that are the subject of a United States federal tax lien), or rental payment; provided, that (a) a reserve with respect to such obligation is established on such Loan Partyβs or its Subsidiariesβ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by such Loan Party or its Subsidiary, as applicable, in good faith, and (c) Agent is reasonably satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity (unless Agent has taken a Reserve (or has elected to not take a Reserve at a time that Borrowers have sufficient Availability therefor) for the amount of Tax or rental payment), or priority of any of Agentβs Liens. βPermitted Purchase Money Indebtednessβ means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at any one time not in excess of $2,500,000. βPersonβ means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof. βPPSAβ means the Personal Property Security Act (Ontario), including the regulations and ministerβs orders made pursuant thereto, provided that if perfection or the effect of perfection or non- perfection or the priority of any Lien created hereunder or under any other Loan Document on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction in Canada other than the Province of Ontario, βPPSAβ means the Personal Property Security Act or such other applicable legislation (including the Civil Code of Quebec and the regulations thereunder) in effect from time to time in such other jurisdiction in Canada for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. βProjectionsβ means Borrowersβ forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Borrowersβ historical financial statements, together with appropriate supporting details and a statement of underlying assumptions. DB1/ 133650928.13 47 βPro Rata Shareβ means, as of any date of determination: (a) with respect to a Lenderβs obligation to make all or a portion of the Term Loan, with respect to such Xxxxxxβs right to receive payments of interest, fees, and principal with respect to the Term Loan, and with respect to all other computations and other matters related to the Term Loan, the percentage obtained by dividing (i) the Term Loan of such Lender, by (ii) the aggregate amount of the Term Loan of all Lenders, (b) with respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7 of this Agreement), the percentage obtained by dividing (i) the Term Loan of such Lender, by (ii) the aggregate amount of the Term Loan of all Lenders, in any such case as the applicable percentage may be adjusted by assignments permitted pursuant to Section 13.1. βProtective Advanceβ has the meaning specified therefor in Section 2.16. βQFCβ has the meaning assigned to the term βqualified financial contractβ in, and shall be interpreted in accordance with, 12 U.S.C. Β§ 5390(c)(8)(D). βQFC Credit Supportβ has the meaning specified therefor in Section 17.15 of this Agreement. βQualified Equity Interestsβ means and refers to any Equity Interests issued by Administrative Borrower (and not by one or more of its Subsidiaries) that is not a Disqualified Equity Interest. βReal Propertyβ means any estates or interests in real property now owned or hereafter acquired by any Loan Party or one of its Subsidiaries and the improvements thereto. βReal Property Collateralβ means any Real Property with a fair market value in excess of $500,000 hereafter acquired by any Loan Party or one of its Subsidiaries. βReceivable Reservesβ means, as of any date of determination, Dilution Reserves and those other reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain with respect to the Eligible Accounts or the Eligible Credit Card Receivables. βRecipientβ means any Lender and the Agent. βRecordβ means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. βRefinancing Indebtednessβ means refinancings, renewals, or extensions of Indebtedness so long as: (a) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto, (b) such refinancings, renewals, or extensions do not result in a shortening of the final stated maturity or the average weighted maturity (measured as of the refinancing, renewal, or extension) of
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DB1/ 133650928.13 48 the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders, (c) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, (d) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended, (e) if the Indebtedness that is refinanced, renewed or extended was unsecured, such refinancing, renewal or extension shall be unsecured, and (f) if the Indebtedness that is refinanced, renewed, or extended was secured (i) such refinancing, renewal, or extension shall be secured by substantially the same or less collateral as secured such refinanced, renewed or extended Indebtedness on terms no less favorable to Agent or the Lender Group and (ii) the Liens securing such refinancing, renewal or extension shall not have a priority more senior than the Liens securing such Indebtedness that is refinanced, renewed or extended. βRegisterβ has the meaning set forth in Section 13.1(h) of this Agreement. βRegistered Loanβ has the meaning set forth in Section 13.1(h) of this Agreement. βRelated Fundβ means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender. βRelevant Governmental Bodyβ means the Board of Governors or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors or the Federal Reserve Bank of New York, or any successor thereto. βRemedial Actionβ means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws. βReplacement Lenderβ has the meaning specified therefor in Section 2.13(b) of this Agreement. βReportβ has the meaning specified therefor in Section 15.16 of this Agreement. βRequired Lendersβ means, at any time, Lenders having or holding more than 50% of the aggregate amount of the Term Loan Exposure of all Lenders; provided, that (i) the Term Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders, and (ii) at any time there are two or more Lenders (who are not Affiliates of one another or Defaulting Lenders), βRequired Lendersβ must include at least two Lenders (who are not Affiliates of one another). DB1/ 133650928.13 49 βReservesβ means, as of any date of determination, Inventory Reserves, Intellectual Property Reserves, Receivable Reserves, the Nautilus Dutch Reserve, and those other reserves that Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including reserves with respect to (a) sums that any Loan Party or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases, including, without limitation, ad valorem, real estate, personal property, sales, claims of the PBGC and other Taxes which may have priority over the interests of the Agent in the Term Priority Collateral) and has failed to pay, and (b) amounts owing by any Loan Party or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agentβs Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral) with respect to the Aggregate Borrowing Base or any Borrowing Base; provided that βReservesβ shall be without duplication of any ABL Reserves. Without limiting the generality of the foregoing, Reserves may include (but are not limited to), without duplication, such reserves as the Agent from time to time determines in its Permitted Discretion as being appropriate based on: (i) Landlord Reserves in respect of locations where Term Priority Collateral is located; (ii) salaries, wages and benefits due to employees of any Borrower which may have priority over the interests of the Agent in the Term Priority Collateral; (iii) reasonably anticipated changes in the Appraised Value of Eligible IP between appraisals; (iv) the Intellectual Property Reserves and (vii) Canadian Priority Payables Reserves. βResolution Authorityβ means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. βRestricted Paymentβ means (a) any declaration or payment of any dividend or the making of any other payment or distribution, directly or indirectly, on account of Equity Interests issued by Administrative Borrower or any of its Subsidiaries (including any payment in connection with any merger, amalgamation or consolidation involving Administrative Borrower) or to the direct or indirect holders of Equity Interests issued by Administrative Borrower or any of its Subsidiaries in their capacity as such (other than dividends or distributions payable in Qualified Equity Interests issued by Administrative Borrower or any of its Subsidiaries, or (b) any purchase, redemption, making of any sinking fund or similar payment, or other acquisition or retirement for value (including in connection with any merger, amalgamation or consolidation involving Administrative Borrower) any Equity Interests issued by Administrative Borrower or any of its Subsidiaries, or (c) any making of any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other rights to acquire Equity Interests of Administrative Borrower now or hereafter outstanding. βSaleβLeasebackβ means any transaction or series of related transactions pursuant to which Administrative Borrower or any of its Subsidiaries (a) disposes of any property, real or personal (other than Accounts, Credit Card Receivables, Inventory, or IP), used or useful in its business, whether now owned or hereafter acquired, and (b) as part of such transaction or such series of related transactions, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property so disposed of. βSanctioned Entityβ means (a) a country or territory or a government of a country or territory, (b) an agency of the government of a country or territory, (c) an organization directly or indirectly controlled by a country or territory or its government, or (d) a Person resident in or determined to be resident in a country or territory, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of any country sanctions program administered and enforced by OFAC or the Government of Canada.
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DB1/ 133650928.13 50 βSanctioned Personβ means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFACβs consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority (including the Government of Canada), (b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above. βSanctionsβ means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, (c) the European Union or any European Union member state, (d) His Majestyβs Treasury of the United Kingdom, (e) the Government of Canada, or (f) any other Governmental Authority with jurisdiction over any member of Lender Group or any Loan Party or any of their respective Subsidiaries or Affiliates. βS&Pβ has the meaning specified therefor in the definition of Cash Equivalents. βSECβ means the United States Securities and Exchange Commission and any successor thereto. βSecurities Accountβ means a securities account (as that term is defined in the Code). βSecurities Actβ means the Securities Act of 1933, as amended from time to time, and any successor statute. βSLRβ means Crystal Financial LLC d/b/a SLR Credit Solutions and/or any of its Affiliates from time to time party hereto as a Lender. βSOFRβ means a rate equal to the secured overnight financing rate as administered by the Term SOFR Administrator. βSOFR Loanβ means a Loan that bears interest at a rate determined by reference to Adjusted Term SOFR. βSolventβ means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Personβs debts (including contingent liabilities) is less than all of such Personβs assets, (b) such Person is not engaged or about to engage in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is an unreasonably small capital, (c) such Person has not incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise), (d) such Person is βsolventβ or not βinsolventβ, as applicable within the meaning given those terms and similar terms under applicable laws relating to fraudulent transfers and conveyances, and (e) as to any Canadian Loan Party, such Canadian Loan Party is not an βinsolvent personβ as defined in the Bankruptcy and Insolvency Act (Canada). For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5). DB1/ 133650928.13 51 βSpecial Foreign Subsidiary Investmentsβ means any payments, advances, or other Investments made by any Loan Party to Nautilus Swiss and/or Nautilus Fitness Equipments in the ordinary course of business and consistent with past practices, whether pursuant to intercompany service agreements or otherwise, which permit Nautilus Swiss and/or Nautilus Fitness Equipments to fund (i) payroll, rent, and/or miscellaneous nominal travel and office expenses of Nautilus Swiss or Nautilus Fitness Equipments, as the case may be, in the ordinary course of business and consistent with past practices and/or (ii) fees as may be required to maintain the existence or effect the dissolution or liquidation of Nautilus Swiss and/or Nautilus Fitness Equipments or as otherwise required by applicable law. βSpare Parts Inventory Advance Rateβ means (a) with respect to Domestic Borrowers, 10%; provided, however, from and after March 31, 2023, such advance rate shall automatically reduce by an amount equal to 0.625% on the last day of each calendar quarter until such advance rate equals 10% and (b) with respect to Canadian Borrowers, 90%; provided, however, from and after March 31, 2023, such advance rate shall automatically reduce by an amount equal to 0.625% on the last day of each calendar quarter until such advance rate equals 85%. βSpringing Trigger Eventβ means if at any time ABL Availability is less than the greater of (i) 12.5% of the Combined Line Cap (excluding the effect, if any, of any Term Pushdown Reserve), and (ii) $11,000,000. βSpot Rateβ means on any date, as determined by the Agent, the spot selling rate posted by Reuters on its website for the sale of the applicable currency for Dollars at approximately 11:00 a.m., New York City time, on such date; provided, that if, for any reason, no such spot rate is being quoted, the spot selling rate shall be determined by reference to such publicly available services for displaying exchange rates as may be reasonably selected by the Agent, or, in the event no such service is selected, such spot selling rate shall instead be the rate reasonably determined by the Agent as the spot rate of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being conducted, at or about 11:00 a.m., New York City time, on the applicable date for the purchase of the relevant currency for delivery two Business Days later. βSubject Holderβ has the meaning specified therefor in Section 2.4(e)(v) of this Agreement. βSubsidiaryβ of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation, partnership, limited liability company, or other entity. βSupermajority Lendersβ means, at any time, Lenders having or holding more than 66-2/3% of the aggregate amount of the Term Loan Exposure of all Lenders; provided, that (i) the Term Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Supermajority Lenders, and (ii) at any time there are two or more Lenders (who are not Affiliates of one another), βSupermajority Lendersβ must include at least two Lenders (who are not Affiliates of one another or Defaulting Lenders). βSupported QFCβ has the meaning specified therefor in Section 17.15 of this Agreement. βSwap Obligationβ means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a βswapβ within the meaning of section 1a(47) of the Commodity Exchange Act. βTax Lenderβ has the meaning specified therefor in Section 14.2(a) of this Agreement.
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DB1/ 133650928.13 52 βTaxesβ means any taxes, levies, imposts, duties, fees, assessments, withholdings (including backup withholdings) or other fees or charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties, additions to tax, or similar liabilities with respect thereto. βTerm Loanβ has the meaning specified therefor in Section 2.1 of this Agreement. βTerm Loan Amountβ means $30,000,000. βTerm Loan Borrowing Base Certificateβ means a certificate substantially in the form of Exhibit B-1 to this Agreement, which such form of the Term Loan Borrowing Base Certificate may be amended, restated, supplemented or otherwise modified from time to time (including without limitation, changes to the format thereof), as satisfactory to Agent in Agentβs Permitted Discretion. βTerm Loan Exposureβ means, with respect to any Lender, as of any date of determination (a) prior to the funding of the Term Loan, the amount of such Lenderβs Commitment, and (b) after the funding of the Term Loan, the outstanding principal amount of the Term Loan held by such Xxxxxx. βTerm Loan Priority Accountβ has the meaning set forth for such term in the Intercreditor Agreement. βTerm Priority Collateralβ has the meaning set forth for such term in the Intercreditor Agreement. βTerm Pushdown Reserveβ means, at any time, an amount equal to the greater of (a) $0 and (b) the amount, if any, by which the outstanding principal amount of the Term Loan (including, for the avoidance of doubt, any Additional Portion of the Term Loan) exceeds the Aggregate Borrowing Base. The Loan Parties hereby agree and acknowledge that the ABL Agent has agreed at all times to implement and maintain the Term Pushdown Reserve against the ABL Borrowing Base, as and when applicable. βTerm SOFRβ means for any Determination Date, the Term SOFR Reference Rate for a tenor of three (3) months on the day (such day, the βTerm SOFR Determination Dayβ) that is two (2) U.S. Government Securities Business Days prior to the first day of such Determination Date, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator; provided that if Term SOFR as so determined shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor βTerm SOFR Adjustmentβ means a percentage equal to 0.26161% per annum. βTerm SOFR Administratorβ means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Agent in its reasonable discretion). βTerm SOFR Reference Rateβ means the forward-looking term rate based on SOFR. βTrademark Security Agreementβ has the meaning specified therefor in the Guaranty and Security Agreement. βTransferβ has the meaning specified therefor in Section 2.16. DB1/ 133650928.13 53 βTransfer Dateβ has the meaning specified therefor in Section 2.16. βUK Financial Institutionβ means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. βUK Resolution Authorityβ means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. βUnadjusted Benchmark Replacementβ means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. βUnfinanced Capital Expendituresβ means Capital Expenditures (a) not financed with the proceeds of any incurrence of Indebtedness (other than the incurrence of any ABL Revolving Loans or the Term Loan), the proceeds of any sale or issuance of Equity Interests or equity contributions, the proceeds of any asset sale (other than the sale of Inventory in the ordinary course of business) or any insurance proceeds, and (b) that are not reimbursed by a third person (excluding any Loan Party or any of its Affiliates) in the period such expenditures are made pursuant to a written agreement. βUnited Statesβ means the United States of America. βU.S. Government Securities Business Dayβ means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable. βU.S. Special Resolution Regimesβ has the meaning specified therefor in Section 17.15 of this Agreement. βUS Octane Fitnessβ means US Octane Fitness Limited, a company organized under the laws of Hong Kong and a wholly-owned Subsidiary of Nautilus. βVoidable Transferβ has the meaning specified therefor in Section 17.8 of this Agreement. βXxxxx Fargoβ means Xxxxx Fargo Bank, National Association, a national banking association. βWithdrawal Liabilityβ means liability with respect to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA. βWrite-Down and Conversion Powersβ means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail- In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
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DB1/ 133650928.13 92 , (j) and (k) of the definition of Permitted Indebtedness, and (E) any ABL Loan Document or agreement in respect of any refinancing of any Indebtedness under any ABL Loan Document, to the extent that such amendment, modification or waiver would be permitted under the Intercreditor Agreement without the consent of the Agent), (ii) any Material Contract (other than the Pacific Direct License Agreement) except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, (iii) any Credit Card Agreement except to the extent that such amendment, modification, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, (iv) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders, or (v) the Pacific Direct License Agreement, unless such amendment, modification, or change is permitted pursuant to the terms of the Pacific Direct Collateral Assignment. 6.7 Restricted Payments. Each Loan Party will not, and will not permit any of its Subsidiaries to, make any Restricted Payment; provided, that so long as it is permitted by law, (a) Administrative Borrower may make distributions to former employees, officers, or directors of Administrative Borrower (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of Administrative Borrower held by such Persons; provided, that (i) the aggregate amount of such redemptions made by Administrative Borrower during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed $250,000 in the aggregate, and (ii) if such distribution is made in cash, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (b) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Administrative Borrower may make distributions to former employees, officers, or directors of Administrative Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Administrative Borrower on account of repurchases of the Equity Interests of Administrative Borrower held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Administrative Borrower, (c) Administrative Borrowerβs Subsidiaries may make distributions to Administrative Borrower (i) in an amount sufficient to pay franchise taxes and other fees required to maintain the legal existence of the Loan Parties and their Subsidiaries to the extent actually used by Administrative Borrower to pay such taxes, costs and expenses, and (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of the Loan Parties and their Subsidiaries, (d) each of the Borrowers may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, or DB1/ 133650928.13 93 (e) any Subsidiary may make a Restricted Payment to a Borrower and any Subsidiary which is not a Loan Party may make a Restricted Payment to another Subsidiary. Notwithstanding anything to the contrary contained herein, no Borrower Intellectual Property or any asset included in the determination of any Borrowing Base or any ABL Borrowing Base shall be the subject of any Restricted Payment to any non-Loan Party without the prior written consent of the Agent. 6.8 Accounting Methods. Each Loan Party will not, and will not permit any of its Subsidiaries to, modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP). 6.9 Investments. Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment except for Permitted Investments. 6.10 Transactions with Affiliates. Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction with any Affiliate of any Loan Party or any of its Subsidiaries except for: (a) transactions (other than (x) the payment of management, consulting, monitoring, or advisory fees and (y) intercompany activities in the ordinary course of business and consistent with past practices in respect of βcost-plusβ arrangements and/or transfer pricing arrangements (which clauses (x) and (y) shall not be deemed to include Special Foreign Subsidiary Investments) between such Loan Party or its Subsidiaries, on the one hand, and any Affiliate of such Loan Party or its Subsidiaries, on the other hand, so long as such transactions (i) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by such Loan Party or its Subsidiaries to an Affiliate that is not a Loan Party in excess of $1,000,000 for any single transaction or series of related transactions, and (ii) are no less favorable, taken as a whole, to such Loan Party or its Subsidiaries, as applicable, than would be obtained in an armβs length transaction with a non-Affiliate, (b) any indemnity provided for the benefit of directors (or comparable managers) of a Loan Party or one of its Subsidiaries so long as it has been approved by such Loan Partyβs or such Subsidiaryβs board of directors (or comparable governing body) in accordance with applicable law, (c) the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors of a Loan Party or one of its Subsidiaries in the ordinary course of business and consistent with industry practice so long as it has been approved by such Loan Partyβs or such Subsidiaryβs board of directors (or comparable governing body) in accordance with applicable law, (d) (i) transactions solely among the Loan Parties, and (ii) transactions solely among Subsidiaries of Loan Parties that are not Loan Parties, (e) transactions permitted by Section 6.3, Section 6.7, or Section 6.9, or (f) agreements for the non-exclusive licensing of intellectual property, or distribution of products, in each case, among the Loan Parties and their Subsidiaries for the purpose of the counterparty thereof operating its business, and agreements for the assignment of intellectual property from any Loan Party or any of its Subsidiaries to any Loan Party.
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DB1/ 133650928.13 100 with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of the Loan Partiesβ and their Subsidiariesβ compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Lenders that do not involve any acts or omissions of any Loan Party, or (ii) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders unless the dispute involves an act or omission of a Loan Party) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii) any claims for Taxes, which shall be governed by Section 16, other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans hereunder, or the use of the proceeds of the Loans provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Loan Party or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of any Loan Party or any of its Subsidiaries (each and all of the foregoing, the βIndemnified Liabilitiesβ). The foregoing to the contrary notwithstanding, no Borrower shall have any obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON. 11. NOTICES. Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands to any Loan Party or Agent, as the case may be, they shall be sent to the respective address set forth below: If to any Loan Party: c/o Administrative Borrower Nautilus, Inc. 00000 X.X. 0xx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attn: Xxxx Xxxxxx, Chief Financial Officer Email: xxxxxxx@xxxxxxxx.xxx Fax no.: 000-000-0000 Attn: Xxxx Xxxx, Chief Legal Officer and Secretary Email: xxxxx@xxxxxxxx.xxx Fax no.: 000-000-0000 DB1/ 133650928.13 101 with copies to: Sidley Austin LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxxx Xxxxxxx Email: xxxxxxxx@xxxxxx.xxx Fax No.: 000-000-0000 If to Agent: Crystal Financial LLC d/b/a SLR Credit Solutions Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx Email: xxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx with copies to: Xxxxxx, Xxxxx & Xxxxxxx LLP Xxx Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxx X. Xxxxx Fax No.: (000) 000-0000 Email: xxxx.xxxxx@xxxxxxxxxxx.xxx Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date of actual receipt or three Business Days after the deposit thereof in the mail; provided, that (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the senderβs receipt of an acknowledgment from the intended recipient (such as by the βreturn receipt requestedβ function, as available, return email or other written acknowledgment). 12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION. (a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW Β§5-1401)). (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE OF NEW YORK AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENTβS OPTION, IN THE COURTS OF ANY JURISDICTION WHERE
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DB1/ 133650928.13 102 AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b). (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A βCLAIMβ). EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. (d) EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE OF NEW YORK AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. (e) NO CLAIM MAY BE MADE BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OR ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH PARTY HERETO HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. 13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS. 13.1 Assignments and Participations. DB1/ 133650928.13 103 (a) (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights and duties under the Loan Documents (including the Obligations owed to it) to one or more assignees (each, an βAssigneeβ), with the prior written consent (such consent not be unreasonably withheld or delayed) of: (A) Borrowers; provided, that (x) no consent of Borrowers shall be required (1) if a Default or Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender and (y) that Borrowers shall be deemed to have consented to a proposed assignment unless they object thereto by written notice to Agent within five Business Days after having received notice thereof; and (B) Agent. (ii) Assignments shall be subject to the following additional conditions: (A) no assignment may be made (I) so long as no Event of Default has occurred and is continuing, to a Disqualified Institution, or (II) to a natural person, (B) no assignment may be made to a Loan Party or an Affiliate of a Loan Party, (C) the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender, or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000), (D) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxxβs rights and obligations under this Agreement, (E) the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrowers and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Xxxxxx and the Assignee, (F) unless waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agentβs separate account, a processing fee in the amount of $3,500, and (G) the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the βAdministrative Questionnaireβ). (b) From and after the date that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be
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DB1/ 133650928.13 104 a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a βLenderβ and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lenderβs rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lenderβs obligations under Section 15 and Section 17.9(a). (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon Agentβs receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Obligations arising therefrom. The Obligations allocated to each Assignee shall reduce such Obligations of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a βParticipantβ) participating interests in all or any portion of its Obligations and the other rights and interests of that Lender (the βOriginating Lenderβ) hereunder and under the other Loan Documents; provided, that (i) the Originating Lender shall remain a βLenderβ for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations and the other rights and interests of the Originating Lender hereunder shall not constitute a βLenderβ hereunder or under the other Loan Documents and the Originating Lenderβs obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Xxxxxxβs rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or any other Loan Document would (A) extend the final DB1/ 133650928.13 105 maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decrease the amount or postpone the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party or an Affiliate of a Loan Party, (vii) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement and (viii) for the avoidance of doubt, each Borrower agrees that each Participant shall be entitled to the benefits of Section 16 hereof (subject to the requirements and limitations therein, including the requirements under Section 16.2 (it being understood that the documentation required under Section 16.2 shall be delivered to the participating Lender solely)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such Participant (shall not be entitled to receive any greater payment under Section 16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to any Loan Party and its Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement to secure obligations of such Lender, including any pledge in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR Β§203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law; provided, that no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (h) Agent (as a non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the βRegisterβ) on which it enters the name and address of each Lender as the registered owner of the Term Loan (and the principal amount thereof and stated interest thereon) held by such Xxxxxx (each, a βRegistered Loanβ). Other than in connection with an assignment by a Lender of all or any portion of its Term Loan to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or
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DB1/ 133650928.13 118 related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The obligations of the Loan Parties under this Section 16 shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 16.2 Exemptions. (a) If a Lender is entitled to claim an exemption or reduction from United States withholding tax, such Xxxxxx agrees with and in favor of Agent, to deliver to Agent and the Administrative Borrower on behalf of all Borrowers one of the following before receiving its first payment under this Agreement: (i) if such Lender is entitled to claim an exemption from United States withholding tax pursuant to the portfolio interest exception, (A) a statement of the Lender, signed under penalty of perjury, that it is not a (I) a βbankβ as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of any Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrowers within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN, Form W- 8BEN-E or Form W-8IMY (with proper attachments as applicable); (ii) if such Lender is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN or Form W-8BEN-E, as applicable; (iii) if such Lender is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W- 8ECI; (iv) if such Lender is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because such Lender serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (including a withholding statement and copies of the tax certification documentation for its beneficial owner(s) of the income paid to the intermediary, if required based on its status provided on the Form W-8IMY); or (v) a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax. (b) Each Lender shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and promptly notify Agent and Administrative Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (c) If a Lender claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or such Participant agrees with and in favor of Agent and Xxxxxxxxx, to deliver to Agent and Administrative Borrower (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a DB1/ 133650928.13 119 condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, or the providing of or delivery of such forms in the Lenderβs reasonable judgment would not subject such Lender to any material unreimbursed cost or expense or materially prejudice the legal or commercial position of such Lender (or its Affiliates); provided, further, that nothing in this Section 16.2(c) shall require a Lender to disclose any information that it deems to be confidential (including its tax returns). Each Lender shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and promptly notify Agent and Administrative Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction. (d) Borrowers agree that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto (it being understood that the documentation required pursuant to this Section 16.2 shall be delivered to the Lender granting the participation. (e) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable due diligence and reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to Agent at the time or times prescribed by law and at such time or times reasonably requested by Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by Agent as may be necessary for Agent or Borrowers to comply with their obligations under FATCA and to determine that such Xxxxxx has complied with such Xxxxxxβs obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (e), βFATCAβ shall include any amendments made to FATCA after the date of this Agreement. 16.3 Reductions. (a) If a Lender is subject to an applicable withholding tax, Agent may withhold from any payment to such Lender an amount equivalent to the applicable withholding tax. If the forms or other documentation required by Section 16.2(a) or 16.2(c) are not delivered to Agent, then Agent may withhold from any payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding tax. (b) If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent did not properly withhold tax from amounts paid to or for the account of any Lender due to a failure on the part of the Lender (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or Lender failed to maintain the Participant Register, or for any other reason) such Lender shall indemnify and hold Agent harmless for all amounts paid, directly or indirectly, by Agent, as Tax or otherwise, including penalties and interest, and including any Taxes imposed by any jurisdiction on the amounts payable to Agent under this Section 16, together with all costs and expenses (including attorneysβ fees and expenses), whether or not such taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (b). The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.
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CRYSTAL FIN AN CIAL LLC D/B/A SLR CREDIT SOLUTION S, as Agent By:--=..LU....:..::.=-- Name: Xxxxxxx Xxxxxxxxx Title: Director [Nautilus - Signature Page to Term Loan Credit Agreement)
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CRYSTAL FIN AN CIAL SPV LLC, as a Lender By: ll~ Name: Xxxxxxx Xxxxxxxxx Title: Director [Nautilus - Signature Page to Term Loan Credit Agreement] DB1/ 133736390.4 EXHIBIT A-1 FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT This ASSIGNMENT AND ACCEPTANCE AGREEMENT (βAssignment Agreementβ) is entered into as of between (βAssignorβ) and (βAssigneeβ). Reference is made to the Agreement described in Annex I hereto (the βCredit Agreementβ). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement. 1. In accordance with the terms and conditions of Section 13 of the Credit Agreement, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor's rights and obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor, and Assignorβs portion of the Commitments, all to the extent specified on Annex I. 2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any Guarantor or the performance or observance by any Borrower or any Guarantor of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto, and (d) represents and warrants that the amount set forth as the Purchase Price on Annex I represents the amount owed by Borrowers to Assignor with respect to Assignorβs share of the Loans assigned hereunder, as reflected on Assignorβs books and records. 3. The Assignee (a) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Agent, Assignor, or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (e) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by an applicable tax treaty. 4. Following the execution of this Assignment Agreement by the Assignor and Assignee, the Assignor will deliver this Assignment Agreement to the Agent for recording by the Agent. The effective date of this Assignment (the βSettlement Dateβ) shall be the latest to occur of (a) the date of the execution and delivery hereof by the Assignor and the Assignee, (b) the receipt by Agent for its sole
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DB1/ 133736390.4 Exhibit A-1 Page 2 of 4 and separate account a processing fee in the amount of $3,500 (if required by the Credit Agreement), (c) the receipt of any required consent of the Agent, and (d) the date specified in Annex I. 5. As of the Settlement Date (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents, provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of the Credit Agreement, including such assigning Lenderβs obligations under Section 15 and Section 17.9(a) of the Credit Agreement. 6. Upon the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as set forth in Annex I). From and after the Settlement Date, Agent shall make all payments that are due and payable to the holder of the interest assigned hereunder (including payments of principal, interest, fees and other amounts) to Assignor for amounts which have accrued up to but excluding the Settlement Date and to Assignee for amounts which have accrued from and after the Settlement Date. On the Settlement Date, Assignor shall pay to Assignee an amount equal to the portion of any interest, fee, or any other charge that was paid to Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due and payable to Assignee with respect thereto, to the extent that such interest, fee or other charge relates to the period of time from and after the Settlement Date. 7. This Assignment Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Assignment Agreement may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart. 8. THIS ASSIGNMENT AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. DB1/ 133736390.4 Exhibit A-1 Page 3 of 4 IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I hereto to be executed by their respective officers, as of the first date written above. [NAME OF ASSIGNOR], as Assignor By Name: Title: [NAME OF ASSIGNEE], as Assignee By Name: Title: ACCEPTED THIS ____ DAY OF _______________ CRYSTAL FINANCIAL LLC D/B/A SLR CREDIT SOLUTIONS, as Agent By Name: Title: [NAUTILUS, INC., as Administrative Borrower By Name: Title:]1 1 Include to the extent required by Section 13.1(a)(i)(A) of the Credit Agreement.
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DB1/ 133736390.4 Exhibit A-1 Page 4 of 4 ANNEX FOR ASSIGNMENT AND ACCEPTANCE AGREEMENT ANNEX I 1. Borrowers: Nautilus, Inc., a Washington corporation, Nautilus Fitness Canada, Inc., a British Columbia company, and those additional entities from time to time party to the Credit Agreement as borrowers. 2. Name and Date of Credit Agreement: Term Loan Credit Agreement, dated as of November 30, 2022 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the βCredit Agreementβ) by and among Borrowers, the lenders party thereto as βLendersβ, and Crystal Financial LLC d/b/a SLR Credit Solutions (βSLRβ), as agent for each member of the Lender Group. 3. Date of Assignment Agreement: 4. Amounts: a. Assigned Amount of Term Loan $ 5. Settlement Date: 6. Purchase Price $_____________ 7. Notice and Payment Instructions, etc. Assignee: Assignor: DB1/ 133736390.4 Exhibit B-1 EXHIBIT B-1 FORM OF TERM LOAN BORROWING BASE CERTIFICATE [see attached]
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Date Name Period covers (from/to): AR As of: Inventory As of: β$ β β β Net IP Available Net US Accounts Receivable Available Net US Inventory Available Net Canadian Accounts Receivable Available Net Canadian Inventory Available β Gross SLR Term Loan Borrowing Base β$ SLR Term Loan Principal Amount β Net Available SLR Term Loan Borrowing Base β$ TL BB Pushdown Reserve β TL Suppressed Availability β$ Duly Authorized Date Summary Page Borrowing Base Certificate SLR Term Loan Borrowing Base The undersigned, on behalf of Nautilus, Inc., a Washington corporation (βNautilusβ), as Administrative Borrower on behalf of the other Borrowers, pursuant to that certain Term Loan Credit Agreement dated as of ________________ (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the βCredit Agreementβ), entered into among Nautilus, Nautilus Fitness Canada, Inc., a British Columbia company, and those additional Persons that are joined as a βBorrowerβ thereto from time to time (collectively, the "Borrowers" and each a "Borrower"), the lenders parties thereto, Crystal Financial LLC d/b/a SLR Credit Solutions, as administrative agent (in such capacity, together with its successors and assigns in such capacity, βAgentβ), hereby (a) certifies to Agent that the foregoing items, calculated in accordance with the terms and definitions set forth in the Credit Agreement, are true and correct, and that each Borrower is in compliance with and, after giving effect to any currently requested extensions of credit under the Credit Agreement, will be in compliance with, the terms, conditions, and provisions of the Credit Agreement and (b) certifies and represents and warrants to the Lender Group that (i) the preparation and delivery of this certificate have been duly authorized by all necessary action on the part of each Borrower, (ii) the representations and warranties of each Loan Party or its Subsidiaries contained in the Credit Agreement or in the other Loan Documents is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (iii) no Default or Event of Default (as such terms are defined in the Credit Agreement) has occurred and is continuing on the date hereof, (iv) all of the foregoing is true and correct as of the effective date of the calculations set forth above, and (v) this certificate is a Loan Document (as defined in the Credit Agreement). DB1/ 133736390.4 Exhibit C-1 Page 1 of 6 EXHIBIT C-1 FORM OF COMPLIANCE CERTIFICATE [on Administrative Borrowerβs letterhead] To: Crystal Financial LLC d/b/a SLR Credit Solutions Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx Re: Compliance Certificate dated ____________ __, 20__ Ladies and Gentlemen: Reference is hereby made to that certain Term Loan Credit Agreement, dated as of November 30, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the βCredit Agreementβ), by and among Nautilus, Inc., a Washington corporation, Nautilus Fitness Canada, Inc., a British Columbia company, and those additional entities that become parties thereto as Borrowers in accordance with the terms thereof by executing the form of Joinder attached thereto as Exhibit J-1 (each, a βBorrowerβ and individually and collectively, jointly and severally, the βBorrowersβ), the lenders identified on the signature pages thereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a βLenderβ and, collectively, the βLendersβ), and Crystal Financial LLC d/b/a SLR Credit Solutions (βSLRβ), as agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity βAgentβ). Capitalized terms used herein, but not specifically defined herein, shall have the meanings ascribed to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned officer of Administrative Borrower hereby certifies as of the date hereof that: 1. The financial information of Borrowers and their Subsidiaries furnished in Schedule 1 attached hereto has been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for year-end audit adjustments and the lack of footnotes), and fairly presents in all material respects the financial condition of Borrowers and their Subsidiaries as of the date set forth therein. 2. Such officer has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and financial condition of Borrowers and their Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Section 5.1 of the Credit Agreement. 3. Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default, except for such conditions or events listed on Schedule 2 attached hereto, in each case specifying the nature and period of existence thereof and what action Borrowers and/or their Subsidiaries have taken, are taking, or propose to take with respect thereto. 4. As of the date hereof, each Borrower and their Subsidiaries are in compliance with the applicable covenants contained in Section 7 of the Credit Agreement as demonstrated on Schedule 3 attached hereto. Without duplication of the immediately preceding sentence, also included in Schedule 3 attached hereto are calculations, including any component calculations, of ABL Availability and the Fixed
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DB1/ 133736390.4 Exhibit C-1 Page 2 of 6 Charge Coverage Ratio (including, for the avoidance of doubt detailed calculations of EBITDA) for the applicable period(s) set forth in such Schedule (whether or not a Covenant Testing Period is in effect). 5. Attached to this Compliance Certificate are true, complete, and correct copies of (a) each Material Contract entered into since the delivery of the previous Compliance Certificate, and (b) each material amendment or modification of any Material Contract entered into since the delivery of the previous Compliance Certificate. 6. Attached to this Compliance Certificate is a written report of all new Patents, Trademarks, Copyrights and industrial designs that are registered or the subject of pending applications for registrations, and of all Intellectual Property Licenses that are material to the conduct of each Loan Partyβs business, in each case, which were acquired, registered, or for which applications for registration were filed by any Loan Party since the delivery of the previous Compliance Certificate and any statement of use or amendment to allege use with respect to intent-to-use trademark applications. [Signature page follows.] DB1/ 133736390.4 Exhibit C-1 Page 3 of 6 IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this ____ day of _______________, 20___. NAUTILUS, INC., a Washington corporation, as Administrative Borrower By: Name: Title:
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DB1/ 133736390.4 Exhibit C-1 Page 4 of 6 SCHEDULE 1 Financial Information DB1/ 133736390.4 Exhibit C-1 Page 5 of 6 SCHEDULE 2 Default or Event of Default
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DB1/ 133736390.4 Exhibit J-1 Page 1 of 19 EXHIBIT J-1 FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT (this βAgreementβ), is entered into as of November 30, 2022, by and among ___________, a ________ (βNew Borrowerβ), CRYSTAL FINANCIAL LLC d/b/a SLR Credit Solutions, a corporation organized under Delaware law (βSLRβ), as agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, βAgentβ). W I T N E S S E T H: WHEREAS, pursuant to that certain Term Loan Credit Agreement, dated as of November 30, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the βCredit Agreementβ), by and among the lenders identified on the signature pages thereto (each of such lenders, together with its successor and permitted assigns, a βLenderβ), Agent, Nautilus, Inc., a Washington corporation (βNautilusβ), Nautilus Fitness Canada, Inc., a British Columbia company (βNautilus Canadaβ) (together with New Borrower, Nautilus, Nautilus Canada, and those additional Persons that are joined as a party to the Credit Agreement by executing the form of Joinder attached thereto as Exhibit J-1, each, a βBorrowerβ and individually and collectively, jointly and severally, the βBorrowersβ), the Lender Group has agreed to make or issue Loans and other certain financial accommodations thereunder; WHEREAS, initially capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement; WHEREAS, pursuant to that certain Intercompany Subordination Agreement, dated as of November 30, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the βIntercompany Subordination Agreementβ), by and among Nautilus, Nautilus Canada and each of their Subsidiaries listed on the signature pages thereto as an obligor (such Subsidiaries, together with Nautilus and Nautilus Canada, are referred to hereinafter each individually as a βObligorβ, and individually and collectively, jointly and severally, as βObligorsβ) and Agent, each Obligor has agreed to the subordination of indebtedness of each other Obligor owed to such Obligor on the terms set forth therein; WHEREAS, pursuant to that certain Fee Letter, dated as of November 30, 2022 (as amended, restated, supplemented or otherwise modified from time to the, the βFee Letterβ), by and among Nautilus, Nautilus Canada, and Agent, each Borrower has agreed to pay certain fees to Agent on the terms set forth therein; WHEREAS, New Borrower is required to become a party to the Credit Agreement by, among other things, executing and delivering this Agreement to Agent; and WHEREAS, New Borrower has determined that the execution, delivery and performance of this Agreement directly benefit, and are within the corporate purposes and in the best interests of, New Borrower, by virtue of the financial accommodations available to New Borrower from time to time pursuant to the terms and conditions of the Credit Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agrees as follow: 1. Joinder of New Borrower to the Credit Agreement. By its execution of this Agreement, New Borrower hereby (a) agrees that from and after the date of this Agreement it shall be a party to the DB1/ 133736390.4 Exhibit J-1 Page 2 of 19 Credit Agreement as a βBorrowerβ and shall be bound by all of the terms, conditions, covenants, agreements and obligations set forth in the Credit Agreement, (b) accepts joint and several liability for the Obligations pursuant to the terms of the Loan Documents, and (c) confirms that, after giving effect to the supplement to the Schedules to the Credit Agreement provided for in Section 2 below, the representations and warranties contained in Section 4 of the Credit Agreement are true and correct as they relate to New Borrower as of the date this Agreement. New Borrower hereby agrees that each reference to a βBorrowerβ or the βBorrowersβ in the Credit Agreement and the other Loan Documents shall include New Borrower. New Borrower acknowledges that it has received a copy of the Credit Agreement and the other Loan Documents and that it has read and understands the terms thereof. 2. Updated Schedules. Attached as Exhibit A hereto are updated copies of each of Schedule 4.1(b), Schedule 4.1(c), Schedule 4.1(d), Schedule 4.6(b), Schedule 4.10, Schedule 4.11, Schedule 4.14, Schedule 4.25, Schedule 4.31, and Schedule 4.32 to the Credit Agreement revised to include all information required to be provided therein including information with respect to New Borrower. Each such Schedule shall be attached to the Credit Agreement, and on and after the date hereof all references in any Loan Document to any such Schedule to the Credit Agreement shall mean such Schedule as so amended; provided, that any use of the term βas of the date hereofβ or any term of similar import, in any provision of the Credit Agreement relating to New Borrower or any of the information amended by such Schedule hereby, shall be deemed to refer to the date of this Agreement. 3. Xxxxxxx of New Borrower to the Intercompany Subordination Agreement. By its execution of this Agreement, New Borrower hereby (a) agrees that from and after the date of this Agreement it shall be an Obligor under the Intercompany Subordination Agreement as if it were a signatory thereto and shall be bound by all of the provisions thereof, and (b) agrees that it shall comply with and be subject to all the terms, conditions, covenants, agreements and obligations set forth in the Intercompany Subordination Agreement. New Borrower hereby agrees that each reference to an βObligorβ or the βObligorsβ in the Intercompany Subordination Agreement shall include New Borrower. New Borrower acknowledges that it has received a copy of the Intercompany Subordination Agreement and that it has read and understands the terms thereof. 4. Xxxxxxx of New Borrower to the Fee Letter. By its execution of this Agreement, New Borrower hereby (a) agrees that from and after the date of this Agreement it shall be a βBorrowerβ party to the Fee Letter as if it were a signatory thereto and shall be bound by all of the provisions thereof, and (b) agrees that it shall comply with and be subject to all of the terms, conditions, covenants, agreements and obligations set forth in the Fee Letter applicable to Borrowers. New Borrower hereby agrees that each reference to βBorrowerβ or βBorrowersβ in the Fee Letter shall include New Borrower. New Borrower acknowledges that it has received a copy of the Fee Letter and that it has read and understands the terms thereof. 5. Representations and Warranties of New Borrower. New Borrower hereby represents and warrants to Agent for the benefit of the Lender Group as follows: (a) It (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Agreement and the other Loan Documents to which it is made a party and to carry out the transactions contemplated hereby and thereby. (b) The execution, delivery, and performance by it of this Agreement and any other Loan Document to which New Borrower is made a party (i) have been duly authorized by all necessary
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DB1/ 133736390.4 Exhibit J-1 Page 9 of 19 Exhibit A DB1/ 133736390.4 Exhibit J-1 Page 10 of 19 SCHEDULE 4.1(b) CAPITALIZATION OF BORROWERS
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DB1/ 133736390.4 Exhibit J-1 Page 11 of 19 SCHEDULE 4.1(c) CAPITALIZATION OF LOAN PARTIESβ SUBSIDIARIES DB1/ 133736390.4 Exhibit J-1 Page 12 of 19 SCHEDULE 4.1(d) SUBSCRIPTIONS, OPTIONS, WARRANTS, CALLS
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DB1/ 133736390.4 Exhibit J-1 Page 13 of 19 SCHEDULE 4.6(b) LITIGATION DB1/ 133736390.4 Exhibit J-1 Page 14 of 19 SCHEDULE 4.10 EMPLOYEE BENEFITS
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DB1/ 133736390.4 Exhibit J-1 Page 15 of 19 SCHEDULE 4.11 ENVIRONMENTAL MATTERS DB1/ 133736390.4 Exhibit J-1 Page 16 of 19 SCHEDULE 4.14 PERMITTED INDEBTEDNESS
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DB1/ 133736390.4 Exhibit J-1 Page 17 of 19 SCHEDULE 4.25 LOCATION OF INVENTORY DB1/ 133736390.4 Exhibit J-1 Page 18 of 19 SCHEDULE 4.31 CREDIT CARD ARRANGEMENTS
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DB1/ 133736390.4 Exhibit J-1 Page 19 of 19 SCHEDULE 4.32 MATERIAL CONTRACTS DB1/ 133736390.4 Exhibit N-1 EXHIBIT N-1 Form of Credit Card Notification PREPARE ON BORROWER LETTERHEAD; ONE FOR EACH CREDIT CARD ISSUER AND EACH CREDIT CARD PROCESSOR __________, 202___ To: [Name and Address of Credit Card Processor or Credit Card Issuer] (the βProcessorβ) Re: [__________] (the βCompanyβ) Merchant Account Number: [__________] Dear Sir/Madam: Under various agreements between and among the Company, certain affiliates of the Company, and each of (a) Xxxxx Fargo Bank, National Association, a national banking association, as administrative agent (in such capacity together with its successors and assigns, the βABL Agentβ) for a syndicate of lenders and other credit parties (the βABL Credit Partiesβ) party to a Credit Agreement dated as of January 31, 2020 (as amended, modified, supplemented or restated, the βABL Credit Agreementβ) and (b) Crystal Financial LLC d/b/a SLR Credit Solutions, as administrative agent (in such capacity together with its successors and assigns, the βTerm Agentβ; and together with the ABL Agent, each, an βAgentβ and collectively, the βAgentsβ) for a syndicate of lenders and other credit parties (the βTerm Credit Partiesβ; and together with the ABL Credit Parties, each, a βCredit Partyβ and collectively, the βCredit Partiesβ) party to a Term Loan Credit Agreement, dated as of November 30, 2022 (as amended, modified, supplemented or restated, the βTerm Credit Agreementβ; and together with the ABL Credit Agreement, each, a βCredit Agreementβ and collectively, the βCredit Agreementsβ), the Company has granted to each Agent, for each Agentβs benefit and the benefit of the other applicable Credit Parties, a security interest in and to the Companyβs inventory, accounts, general intangibles, payment intangibles, equipment, and certain other assets, including, without limitation, all amounts due or to become due from the Processor to the Company. As used herein, βControlling Agentβ shall mean the ABL Agent; provided, that following delivery by the ABL Agent to the Processor of a written notice stating that the ABL Agent has ceased to be the Controlling Agent hereunder, βControlling Agentβ shall mean the Term Agent. For the avoidance of doubt, there shall only be one Controlling Agent at any given time. Under the Credit Agreements, the Company is obligated to deliver (or cause to be delivered) all proceeds of the Companyβs accounts, accounts receivable, and inventory to the Controlling Agent. Such proceeds include all payments with respect to credit, debit, and charge card charges (the βChargesβ) submitted by the Company to the Processor for processing and the amounts which the Processor owes to the Company on account thereof (the βCredit Card Proceedsβ). Notwithstanding anything to the contrary contained in the Card Processing Agreement or any prior instructions that may have been given to the Processor, unless and until the Processor receives written
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DB1/ 133736390.4 Exhibit N-1 notification from an officer of the Controlling Agent to the contrary, all amounts as may become due from time to time from the Processor to the Company shall continue to be transferred only as follows: (a) by ACH, Depository Transfer Check, or Electronic Depository Transfer to one of the deposit accounts described on Schedule I hereto, as such Schedule may be supplemented from time to time in writing by an officer of the Company and confirmed in writing by an officer of the Controlling Agent; or (b) as the Processor may be instructed from time to time in writing by an officer of the Controlling Agent. Upon request of any Agent, a copy of each periodic statement provided by the Processor to the Company should be provided to such Agent at the following address (which address may be changed upon seven (7) daysβ written notice given to the Processor by such Agent): For the ABL Agent: Xxxxx Fargo Bank, National Association 00 X. Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Loan Portfolio Manager (Nautilus) For the Term Agent: Crystal Financial LLC d/b/a SLR Credit Solutions Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx The Processor shall be fully protected in acting on any order or direction by the Controlling Agent respecting the Charges and the Credit Card Proceeds without making any inquiry whatsoever as to the Controlling Agentβs right or authority to give such order or direction or as to the application of any payment made pursuant thereto. This Credit Card Notification may be amended only by the written agreement of the Processor, the Company, and an officer of each Agent and may be terminated (i) with respect to the ABL Agent, solely by written notice signed by an officer of the ABL Agent and (ii) with respect to the Term Agent, solely by written notice signed by the Term Agent. The Company shall not have any right to terminate this Credit Card Notification or, except as provided in this Credit Card Notification, amend it. This Credit Card Notification may be executed and delivered by telecopier or other method of electronic transmission with the same force and effect as if it were a manually executed and delivered counterpart. Very truly yours, [__________], as the Company DB1/ 133736390.4 Exhibit N-1 By: Name: Title: cc: Xxxxx Fargo Bank, National Association, as ABL Agent Crystal Financial LLC d/b/a SLR Credit Solutions, as Term Agent
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DB1/ 133736390.4 Exhibit N-1 SCHEDULE I to Credit Card Notification Deposit Account Bank name: Bank address: ABA number: Account name: Account number: DB1/ 133736390.4 Exhibit P-1 EXHIBIT P-1 FORM OF PERFECTION CERTIFICATE [see attached]
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PERFECTION CERTIFICATE [__], 202[_] Reference is hereby made to (a) that certain Term Loan Credit Agreement, dated as of November 30, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the βCredit Agreementβ), by and among Nautilus, Inc., a Washington corporation (βNautilusβ), the Subsidiaries of Nautilus identified on the signature pages thereof as βBorrowersβ, and those additional entities that become parties thereto as Borrowers in accordance with the terms thereof by executing the form of Joinder attached thereto as Exhibit J-1 (each, a βBorrowerβ and individually and collectively, jointly and severally, the βBorrowersβ), the lenders identified on the signature pages thereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a βLenderβ and, collectively, the βLendersβ), and Crystal Financial LLC d/b/a SLR Credit Solutions (βSLRβ), as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity βAgentβ), (b) that certain Guaranty and Security Agreement, dated as of November 30, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the βUS Guaranty and Security Agreementβ) by and among Borrowers and the Subsidiaries of Borrowers party thereto (each, a βGrantorβ and collectively, the βGrantorsβ) and Agent, and (c) that certain Canadian Guaranty and Security Agreement, dated as of November 30, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the βCanadian Guaranty and Security Agreementβ; and together with the US Guaranty and Security Agreement, each a βGuaranty and Security Agreementβ and collectively, the βGuaranty and Security Agreementsβ) by and between Nautilus Fitness Canada, Inc., a corporation organized under the laws of British Columbia and Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement. Any terms (whether capitalized or lower case) used in this Perfection Certificate that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided that to the extent that the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. As used herein, the term βLoan Partiesβ shall mean the βLoan Partiesβ as that term is defined in the Credit Agreement and βCodeβ shall mean the βCodeβ as that term is defined in the Guaranty and Security Agreement. The undersigned, the Secretary of each of the Grantors, hereby certifies (in my capacity as Secretary of such Grantor and not in my individual capacity) to Agent and each of the other members of the Lender Group as follows as of the date first above written: 1. Names. (a) The exact legal name of each Loan Party, as such name appears in its certified certificate of incorporation, articles of incorporation, certificate of formation, or any other organizational document, is set forth in Schedule 1(a). Each Loan Party is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the state or province organizational identification number or Incorporation Number, if any, of each Loan Party that is a registered organization, the Federal Taxpayer Identification Number or Canadian Business Number of each Loan Party and the jurisdiction of formation of each Loan Party. Each Loan Party has qualified to do business in the states listed on Schedule 1(a). (b) Set forth in Schedule 1(b) hereto is a list of any other legal names each Loan Party has had in the past five years, together with the date of the relevant name change. 2 (c) Set forth in Schedule 1(c) is a list of all other names used by each Loan Party in connection with any business or organization to which such Loan Party became the successor by merger, amalgamation, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise or on any filings with the Internal Revenue Service or Canada Revenue Agency, in each case, at any time in the past five years. Except as set forth in Schedule 1(c), no Loan Party has changed its jurisdiction of organization at any time during the past four months. 2. Chief Executive Offices. The chief executive office of each Loan Party is located at the address set forth in Schedule 2 hereto. 3. Real Property. (a) Attached hereto as Schedule 3(a) is a list of all (i) Real Property (as defined in the applicable Guaranty and Security Agreement) of each Loan Party, (ii) common names, addresses and uses of each parcel of Real Property (stating improvements located thereon), and (iii) other information relating thereto required by such Schedule. Except as described on Schedule 3(a) attached hereto: (A) no Loan Party has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property described on Schedule 3(a) and (B) no Loan Party has any leases which require the consent of the landlord, tenant or other party thereto to the transactions contemplated by the Loan Documents. (b) Schedule 3(b) sets forth all third parties (βBaileesβ) with possession of any Collateral (including inventory and equipment) of the Loan Parties, including the name and address of such Bailee, a description of the inventory and equipment in such Baileeβs possession and the location of such inventory and equipment (if none please so state). 4. Extraordinary Transactions. Except for those purchases, mergers, acquisitions, consolidations, and other transactions described on Schedule 4 attached hereto, all of the Collateral obtained by each Loan Party within the past five (5) years has been originated by each Loan Party in the ordinary course of business or consists of goods which have been acquired by such Loan Party in the ordinary course of business from a person in the business of selling goods of that kind. 5. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 5(a) is a true and correct list of each of all of the authorized, and the issued and outstanding, Equity Interests of each Loan Party and its Subsidiaries and the record and beneficial owners of such Equity Interests. Also set forth on Schedule 5(a) is each equity investment of each Loan Party that represents 50% or less of the equity of the entity in which such investment was made. Attached hereto as Schedule 5(b) is a true and correct organizational chart of Borrowers and their Subsidiaries. 6. Instruments and Chattel Paper. Attached hereto as Schedule 6 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of Indebtedness held by each Loan Party, having an aggregate value or face amount in excess of $250,000, including all intercompany notes between or among any two or more Loan Parties or any of their Subsidiaries. 7. Intellectual Property. (a) Schedule 7(a) provides a complete and correct list of all registered Copyrights (as defined in the applicable Guaranty and Security Agreement) owned by any Loan Party, all applications for registration of Copyrights owned by any Loan Party, and all other Copyrights owned by any Loan Party and material to the conduct of the business of any Loan Party. Schedule 7(a) provides a complete and
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[Nautilus - Signature Page to Perfection Certificate] IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of the date first above written. NAUTILUS, INC., a Washington corporation By: Name: Title: NAUTILUS FITNESS CANADA, INC., a corporation organized under the laws of British Columbia By: Name: Title: Schedule 1(a) Legal Names, Etc. Legal Name Type of Entity Registered Organization (Yes/No) Organizational Number/Incorporatio n Number (or equivalent) Federal Taxpayer Identification Number/Canadian Business Number (or equivalent) Jurisdiction of Formation States Where Qualified to do Business
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Schedule 1(b) Prior Names Loan Party Prior Name Date of Change Schedule 1(c) Changes in Corporate Identity; Other Names Loan Party Name of Entity Action Date of Action State of Formation List of All Other Names Used on Any Filings with the Internal Revenue Service or Canada Revenue Agency During Past Five Years
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Schedule 2 Chief Executive Offices Loan Party Address County State/Province Schedule 3(a) Real Property Entity of Record Common Name and Address Owned, Leased or Other Interest Landlord / Owner if Leased or Other Interest Description of Lease or Other Documents Evidencing Interest Purpose / Use Improvements Located on Real Property Encumbered or to be Encumbered by Mortgage Filing Office for Mortgage Option to Purchase / Right of First Refusal
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Schedule 4 Transactions Other Than in the Ordinary Course of Business Loan Party Description of Transaction Including Parties Thereto Date of Transaction Schedule 5(a) (a) Equity Interests of Loan Parties and Subsidiaries Current Legal Entities Owned Record Owner Certificate No. No. Shares/Interest Percent Pledged (b) Other Equity Interests Current Legal Entities Owned Record Owner Certificate No. No. Shares/Interest
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Schedule 5(b) Organizational Chart [See attached.] Schedule 6 Instruments and Chattel Paper 1. Promissory Notes: Entity Principal Amount Date of Issuance Interest Rate Maturity Date 2. Chattel Paper:
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Schedule 7(a) Copyrights, Patents, Industrial Designs and Trademarks COPYRIGHTS: Registrations: OWNER TITLE REGISTRATION NUMBER Applications: Schedule 7(a) Copyrights, Patents, Industrial Designs and Trademarks (cont.) PATENTS & INDUSTRIAL DESIGNS: Registrations: Applications: Company Type of Intellectua l Property Country/ Region Title Registration/ Publication/ Application Number Date of Registration or Application (M/D/Y) Company Type of Intellectual Property Country/ Region Title Registration/ Publication/ Application Number Date of Registration or Application (M/D/Y)
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Schedule 7(c) Intellectual Property Filings [See attached Patent Security Agreement, Trademark Security Agreement and Copyright Security Agreement] Schedule 8 Commercial Tort Claims
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Schedule 9 Deposit Accounts and Securities Accounts Owner Type of Account Bank or Intermediary Account Numbers Schedule 10 Letter of Credit Rights
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Schedule 11 Cash Schematic [See attached.] Schedule 12 Other Assets Name of Grantor Description Title Number State Where Issued
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Schedule 13 Canadian Pension Plans Schedule 14 Federal Tax Return [See attached.]
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DB1/ 133984592.1 SCHEDULE A-1 Agentβs Account U.S. Bank, N.A. Saint Xxxx, MN ABA Number: 000000000 Account Number: 104790617997 Account Name: Crystal Financial SPV LLC DB1/ 133984592.1 SCHEDULE C-1 Commitments Lender Commitment Crystal Financial SPV LLC $30,000,000.00 TOTAL $30,000,000.00
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4881-6182-3034v.9 DB1/ 133797432.2 SCHEDULE C-2 Customs Brokers 1. Expeditors International of Washington, Inc, 0000 X Xxxxxx Xx, Xxxxxxxx, XX 00000 DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE D-1 Designated Account Owner Type of Account Bank or Intermediary Account Numbers Nautilus, Inc. Operating Account Xxxxx Fargo Bank 4179516059
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DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE P-1 Permitted Investments 1. Nautilus, Inc. holds a minority equity interest in Feed Media Inc. 2. Nautilus, Inc. holds a minority equity interest in Vi Labs Ltd. (f/k/a Life-Beam Technologies Ltd.). 3. Nautilus, Inc. holds a 50% equity interest in Pacific Direct, LLC. 4. Schedule 4.1(c) is hereby incorporated by reference thereto. DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE P-2 Permitted Liens 1. Assignment of Deposit Account in favor of JPMorgan Chase Bank, N.A., dated as of January 29, 2020 in relation to all Cash in account #3822328655 in respect of customs bond/letter of credit. 2. UCC-1 Financing Statement filed against Nautilus, Inc. by BFG Corporation on September 22, 2021 under Filing #2021-265-1948-4 with the Washington State Department of Licensing, and as in effect on the Closing Date (the βBFG Financing Statementβ).
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DB1/ 133706632.5 SCHEDULE 3.1 Conditions Precedent The obligation of each Lender to make its extension of credit provided for in this Agreement is subject to the fulfillment, to the satisfaction of each Lender (the making of such extension of credit by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent: (a) Agent shall have received certified copies of UCC, PPSA, United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Office (or equivalent foreign filing offices), tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state, county and province (as applicable) jurisdictions in which any Loan Party is organized or maintains its principal place of business (and, in the case of Canadian Loan Parties, each jurisdiction in which each Canadian Loan Party maintains Collateral) and such other searches that the Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Loan Documents (other than Permitted Liens); (b) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed and delivered, and each such document shall be in full force and effect: (i) (A) a completed Term Loan Borrowing Base Certificate dated as of the Closing Date (which such Term Loan Borrowing Base Certificate (1) shall show the Domestic Borrowing Base and the Canadian Borrowing Base), and (2) shall be delivered in accordance with the provisions of Section 5.2 of this Agreement), and (B) a completed ABL Borrowing Base Certificate dated as of the Closing Date (which such ABL Borrowing Base Certificate (A) shall show the ABL Borrowing Base), and (B) shall be delivered in accordance with the provisions of Section 5.2 of this Agreement), (ii) the Controlled Account Agreements with respect to Nautilusβ deposit accounts ending in 6034 and 6059, (iii) the Controlled Account Agreements with respect to Nautilus Canadaβs deposit accounts ending in 8099 and 5100, (iv) the Copyright Security Agreement, (v) copies of the Credit Card Notifications delivered to the Credit Card Issuers and Credit Card Processors listed on Schedule 4.31 to this Agreement as of the Closing Date, (vi) the Fee Letter, (vii) the Flow of Funds Agreement, (viii) the Guaranty and Security Agreement, (ix) the Canadian Guaranty and Security Agreement, (x) the Intercompany Subordination Agreement, DB1/ 133706632.5 2 (xi) a completed Perfection Certificate for each of the Loan Parties, (xii) the Patent Security Agreement, (xiii) the Trademark Security Agreement, and (xiv) all documents and instruments, including UCC (including fixture filings in the U.S. or Canada) and PPSA financing statements and IP filings, required by law or reasonably requested by the Agent to be filed, registered or recorded to create or perfect the Liens (having the priority contemplated by the Loan Documents) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Agent; (c) Agent shall have received a certificate from the Secretary or other officer of each Loan Party (i) attesting to the resolutions of such Loan Partyβs board of directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, (ii) authorizing specific officers of such Loan Party to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party; (d) Agent shall have received copies of each Loan Partyβs Governing Documents, as amended, modified, or supplemented to the Closing Date, which Governing Documents shall be (i) certified by the Secretary or other officer of such Loan Party, and (ii) with respect to Governing Documents that are charter documents of a U.S. Loan Party, certified as of a recent date (not more than 30 days prior to the Closing Date) by the appropriate governmental official; (e) Agent shall have received a (i) certificate of status with respect to each U.S. Loan Party, dated within 10 days of the Closing Date, and (ii) a certificate of status (or equivalent) with respect to each Canadian Loan Party, dated within 1 Business Day of the Closing Date, each such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction; (f) Agent shall have received certificates of status with respect to each Loan Party, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions; (g) Agent shall have received a certificate of insurance as are required by Section 5.6 of this Agreement, the form and substance of which shall be satisfactory to Agent; (h) [reserved]; (i) Agent shall have received an opinion of (i) the Loan Partiesβ lead U.S. counsel, (ii) Xxxxxx Xxxxx Xxxxxx & Xxxxxxxx X.X., Washington counsel to the Loan Parties, and (iii) Xxxxxxx Xxxxx & Xxxxxxxxx LLP, Canadian counsel to the Loan Parties, in each case in form and substance satisfactory to Agent; (j) after giving effect to the extensions of credit under this Agreement and the payment of all fees and expenses required to be paid by Borrowers on the Closing Date under this Agreement, the other Loan Documents, the ABL Credit Agreement and/or the other ABL Loan Documents, ABL Liquidity shall be greater than or equal to $40,000,000. For purposes of calculating ABL Liquidity as of the date hereof, the Administrative Borrower, on behalf of the Borrowers, shall certify to the Agent that all accounts
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DB1/ 133706632.5 3 payable, lease payments, payments due under Indebtedness (other than the Obligations), and Taxes are current (excluding good faith disputes and any immaterial amounts less than $1,000,000) (for the avoidance of doubt, any amounts in excess of $1,000,000 shall be deducted from ABL Liquidity for purposes of this clause (j)); (k) there shall not have occurred any default of any Material Contract of any Loan Party, the ABL Loan Documents or any documents or agreements evidencing any Material Indebtedness; (l) Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches, Canadian AML Legislation searches, and customary individual background checks and other know-your-customer due diligence for each Loan Party, and (ii) OFAC/PEP searches, Canadian AML Legislation searches, and customary individual background searches and other know-your-customer due diligence for each Loan Partyβs senior management and key principals, the results of which shall be satisfactory to Agent; (m) Agent shall have received (i) an appraisal of the Net Recovery Percentage applicable to Borrowersβ and their respective Subsidiariesβ Inventory, and (ii) an appraisal of Borrowersβ and their respective Subsidiariesβ IP, in each case the results of which shall be satisfactory to Agent; (n) Agent shall have completed its business, legal, and collateral due diligence, including (i) a field examination and review of Borrowersβ and their respective Subsidiariesβ books and records and verification of Borrowersβ representations and warranties to Lender Group, (ii) a review of interim performance, business line performance, tax returns and bank statements, board of director material and accounts receivable and accounts payable agings, (iii) an inspection of each of the locations where Borrowersβ and their respective Subsidiariesβ Inventory is located, (iv) a review of the Loan Partiesβ and their respective Subsidiariesβ Material Contracts, and (v) meetings with the Loan Partiesβ senior management, in each case, the results of which shall be satisfactory to Agent; (o) Agent shall have received (i) a set of Projections of the Loan Parties for the 3-year period following the Closing Date (on a year-by-year basis, and for the 1-year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, and (ii) an audited consolidated and consolidating balance sheet, income statement, statement of cash flow, and statement of shareholderβs equity covering Loan Partiesβ and their Subsidiariesβ operations during the period ending March 31, 2022 (the βAudited Financial Statementsβ). The Agent shall be reasonably satisfied that the Audited Financial Statements and Projections, delivered to it fairly present the business and financial condition of the Loan Parties; (p) Substantially contemporaneously with the making of the Term Loan on the Closing Date, the Borrowers shall have paid all Lender Group Expenses that are, under the terms of this Agreement or of the Fee Letter, due and payable on or prior to the Closing Date; (q) at least ten Business Days prior to the Closing Date, any Loan Party that qualifies as a βlegal entity customerβ under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Loan Party, which such Beneficial Ownership Certificate shall be complete and accurate in all respects; (r) the Loan Parties and each of their respective Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by the Loan Parties or their respective Subsidiaries of the Loan Documents and the ABL Loan Documents or with the consummation of the transactions contemplated thereby; DB1/ 133706632.5 4 (s) substantially concurrently with the satisfaction of other conditions precedent set forth in this Schedule 3.1, the Borrowers and the other Loan Parties shall have entered into ABL Fourth Amendment (which shall include the amount necessary to repay in full all of the obligations of Borrowers and their respective Subsidiaries owing in respect of the ABL Existing Term Loan) and the Agent shall have received (i) a counterpart of the Intercreditor Agreement, signed by the ABL Agent, the Agent and acknowledged by the Loan Parties party thereto, and (ii) a certificate signed by an officer of the Administrative Borrower certifying that true, correct and complete copies of all material documents relating to the ABL Fourth Amendment (A) have been delivered to the Agent on or prior to the Closing Date, and (B) are in full force and effect; (t) there shall not be pending any litigation or other proceeding, the result of which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (u) no material changes in governmental regulations or policies affecting any Loan Party or any member of the Lender Group shall have occurred prior to the Closing Date; (v) Agent shall have received a solvency certificate, in form and substance satisfactory to it, certifying as to the solvency of the Loan Parties taken as a whole after giving effect to the transactions contemplated to occur on the Closing Date; (w) the Lenders shall have received credit committee approval for the transactions contemplated by the Agreement; (x) there shall not have occurred a Material Adverse Effect or any event or circumstance that could reasonably be expected to result in a Material Adverse Effect since March 31, 2022 and the Agent shall have received a certificate of the chief financial officer of the Administrative Borrower to the foregoing effect; (y) no law or regulation shall be applicable that restrains, prevents or imposes materially adverse conditions upon the Agreement, the other Loan Documents, or the Term Loan made hereunder; (z) no Default or Event of Default shall exist, or would result from the Borrowing of the Loans on the Closing Date or from the application of the proceeds therefrom; (aa) the Agent shall have received a completed Borrowing Request and funds flow agreement, duly executed by a Responsible Officer of the Administrative Borrower with respect to the Loans to be made on the Closing Date; (bb) the Agent shall have received a certificate, dated the Closing Date and signed by an officer of the Administrative Borrower (i) confirming that the conditions set forth in this Schedule 3.1 shall be satisfied, and (ii) attaching true, correct and complete copies of the Material Contracts; (cc) there shall be no material misstatements in or omissions from any materials furnished to the Agent and/or the Lenders by the Loan Parties and/or their Subsidiaries on or prior to the Closing Date; and (dd) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent.
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DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 4.1(b) Capitalization of Borrowers Equity Interests of Borrowers Current Legal Entities Owned Record Owner Classes of Equity Interests & Number of Issued and Outstanding Shares per Class Nautilus, Inc. various owners Common Stock. 31,610,130 shares issued and outstanding (as of 08/05/2022). Nautilus Fitness Canada, Inc. Nautilus, Inc. Common Stock. 100 shares issued, outstanding and owned by Nautilus, Inc. DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 4.1(c) Capitalization of Loan Partiesβ Subsidiaries Current Legal Entities Owned Record Owner Certificate No. No. Shares/Interest Percent Pledged Nautilus Fitness Canada, Inc. Nautilus, Inc. R4 65 (common stock) 100% Nautilus Fitness Canada, Inc. Nautilus, Inc. 4 35 (common stock) 100% Nautilus (Shanghai) Fitness Equipments Co., Ltd. Nautilus, Inc. 1 1 (Certificate) 65% Nautilus (Shanghai) Fitness Co., Ltd. Nautilus, Inc. Unknown Unknown 65% Nautilus Fitness International B.V. (f/k/a Octane Fitness International B.V.) Nautilus, Inc. N/A - register entry 75,000 65% Nautilus Fitness UK, Ltd. (f/k/a Octane Fitness UK Limited) Nautilus Fitness International B.V. (f/k/a Octane Fitness International B.V.) 1 1 0% Nautilus Switzerland AG (f/k/a VAY AG) Nautilus, Inc. 1 1,000,000 65% US Octane Fitness Limited Nautilus, Inc. 3 100 65%
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DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 4.1(d) Subscriptions, Options, Warrants, Calls None. DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 4.6(b) Litigation None.
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DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 4.10 Employee Benefits 1. Agreement between VZW BVG Sammelstiftung Zurich and Nautilus Switzerland, AG (f/k/a VAY AG), signed on 21/22 July 2021 and effective as per its terms as of 1 July 2020. 2. Agreement between Nationale-Nederlanden Levensverzekering Maatschappij N.V. and Nautilus Fitness International B.V., signed on 14 April 2021 and effective as per its terms as of 1 August 2021. DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 4.11 Environmental Matters (a) None. (b) None. (c) None. (d) None.
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DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 4.14 Permitted Indebtedness L/C Number Expiry Amount Beneficiary NUSCGS03 0039 N/A USD 900,000 The Hanover Insurance Company IS000326548 U October 18, 2023 USD 662,000 Synchrony Bank Total Amount of L/C Obligations USD 1,562,000 ο· Capital Lease Obligations arising under that certain Lease Agreement β 1.00 Purchase Option (Agreement Number 61974) dated September 23, 2021 by and between Nautilus, Inc. and BFG Corporation (d/b/a Byline Financial Group). DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 4.20 Material Customers 1. Xxxxxx.xxx, Inc. and its Affiliates
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DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 4.25 Location of Inventory Distribution Centers 1. 0000 Xxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000 (Nautilus, Inc.) 2. 00000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, XX 00000 (Nautilus, Inc.) Third Party Logistics Companies & Warehouse Locations 1. SEKO Benelux BV Xxxxxxxxxxxxxxxxx 00, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx (Nautilus Fitness International B.V.) 2. SEKO Logistics Group Limited/SEKO Farnborough Logistics Limited Xxxx 0X Xxxxxx Xxxx, Xxxxxxxxx, XX00 0XX, Xxxxxx Xxxxxxx (Nautilus Fitness UK, Ltd.) 3. IM CLS Canada ULC 0000 Xxxxxx Xxxxxxxx, Xxxxxxxxxxx XX X0X0X0, Xxxxxx (Nautilus Fitness Canada, Inc.) [continued on next page] DB1/ 133797432.2 4881-6182-3034v.9 Bailees, Warehousemen, Etc. Company Companyβs Interest (e.g., owner, lessee or xxxxxx) Name and Address of Third Party with Interest in Location Third Partyβs Interest (e.g., mortgagee, lessor, bailee or warehouseman) Street Address with County and Country & Description of Inventory and Equipment Nautilus, Inc. Lessee (Distribution Center Location - Ohio) Granite Reit (Property Management JLL) 00 Xxxx Xxxxxx Xxxx, Xxxxx 0000 X.X. Xxx 000, Xxxxxxx-Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Lessor (Distribution Center Location β Ohio) 0000 Xxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000 (Finished goods/Parts/Inventory) Nautilus, Inc. Lessee (Distribution Center Location - So. Cal.) Brodiaea APG LLC 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 Xxxxxx Xxxxxx Lessor (Distribution Center Location β So. Cal.) 00000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, XX 00000 (Finished goods/Parts/Inventory) Nautilus Fitness International B.V. Xxxxxx (Inventory) SEKO Benelux BV Xxxxxxxxx 0, 0000 XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx Warehouseman (Inventory) Xxxxxxxxxxxxxxxxx 00, 0000XX Xxxxxxxxx, Xxx Xxxxxxxxxxx (Finished goods/Parts/Inventory) Nautilus Fitness UK, Ltd. Xxxxxx (Inventory) SEKO Logistics Group Limited/SEKO Farnborough Logistics Limited Mazars, 00 Xxx Xxxxxx, Xxxxxx, Xxxxxx Xxxxxxx, XX0X 0XX Warehouseman (Inventory) Xxxx 0X Xxxxxx Xxxx, Xxxxxxxxx, XX00 0XX, Xxxxxx Xxxxxxx
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DB1/ 133797432.2 4881-6182-3034v.9 (Finished goods/Parts/Inventory) Nautilus Fitness Canada, Inc. Xxxxxx (Inventory) IM CLS Canada ULC 600-1741 Xxxxx Xxxxx Xxxxxx Xxxxxxx, Xxxx Xxxxxx X0X 0X0 Warehouseman (Inventory) 0000 Xxxxxx Xxxxxxxx, Xxxxxxxxxxx XX X0X0X0, Xxxxxx (Finished goods/Parts/Inventory) DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 4.31 Credit Card Arrangements Credit Card Processor Entity with Account Merchant Account Number Synchrony Bank 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, XX 00000 Nautilus, Inc. 5348121680000210 Vive Financial 000 Xxxx Xxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Nautilus, Inc. 8410 Xxxxx Fargo Merchant Services 000 0xx Xxx Xxxxxxx, XX 00000 Nautilus, Inc. 226145155991; 227146959993 Xxxxx Fargo Merchant Services 000 0xx Xxx Xxxxxxx, XX 00000 Nautilus Fitness Canada, Inc. 479161811993; 47916180995 American Express 24-02-18 X.X. Xxx 00000 Xxxxxxx, XX 00000-0000 Nautilus, Inc. 5462578808; 2468932645 American Express 24-02-18 X.X. Xxx 00000 Xxxxxxx, XX 00000-0000 Nautilus Fitness Canada, Inc. 9323468737; 3991131822 Affirm, Inc. 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Nautilus Fitness Canada, Inc. 010431016351
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DB1/ 133706675.9 2 as soon as available, but in any event, the earlier of (x) the date of delivery to the ABL Agent and the ABL Lenders or (y) within 30 days prior to the start of each of Borrowersβ fiscal years, (e) copies of Borrowersβ Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming three years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer or treasurer of Administrative Borrower as being such officerβs good faith estimate of the financial performance of Borrowers and their Subsidiaries during the period covered thereby. solely if an Increased Reporting Period is in effect, as soon as available, but in any event, daily (but prior to any requests for extensions of credit under the ABL Credit Agreement) (f) a roll-forward of the outstanding ABL Revolving Loans after giving pro forma effect to any extensions of credit requested on such day pursuant to the terms of the ABL Credit Agreement in form and substance satisfactory to Agent. if and when filed by Administrative Xxxxxxxx, (g) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (h) any other filings made by any Borrower with the SEC, and (i) any other information that is provided by any Borrower to its shareholders generally. promptly, but in any event within 5 days after any Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, (j) notice of such event or condition and a statement of the curative action that Xxxxxxxxx propose to take with respect thereto. promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on any Loan Party or any of its Subsidiaries, (k) notice of all actions, suits, or proceedings brought by or against any Loan Party or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Effect. DB1/ 133706675.9 3 upon delivery to ABL Agent, (l) a copy of each Compliance Certificate (as defined in the ABL Credit Agreement) and copies of any other financial statements or written reports or other items delivered to ABL Agent pursuant to the terms of the ABL Credit Agreement if such statements, reports or other items are not also delivered to Agent. upon the request of Agent, (m) any other information reasonably requested relating to the financial condition of any Borrower or its Subsidiaries.
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DB1/ 133706714.4 SCHEDULE 5.2 Collateral Reporting Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent: If (x) no Increased Reporting Period is in effect, the earlier of (1) the date of delivery to the ABL Agent and the ABL Lenders or (2) monthly (no later than the 10th day of each month), or (y) an Increased Reporting Period is in effect, the earlier of (1) the date of delivery to the ABL Agent and the ABL Lenders or (2) weekly (no later than Wednesday of each week, commencing with the first such day to occur during any Increased Reporting Period), (a) a completed Borrowing Base Certificate, which shall include a calculation of the Term Pushdown Reserve (which such Borrowing Base Certificate shall be delivered in accordance with the provisions of Section 5.2 of this Agreement), (a) a detailed aging, by total, of each Borrowerβs Accounts and Credit Card Receivables, together with a reconciliation and supporting documentation for any reconciling items noted, (b) (i) a monthly Account roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of Borrowersβ general ledger, and (ii) a monthly Credit Card Receivables roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of Borrowersβ general ledger (c) a detailed calculation of those Accounts and Credit Card Receivables that are not eligible for the Borrowing Base, (d) (i) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to each Borrowerβs Accounts, and (ii) notice of all claims, offsets, or disputes asserted by Account Debtors (including Credit Card Issuers and Credit Card Processors) with respect to each Borrowerβs Credit Card Receivables, (e) Inventory system/perpetual reports specifying the cost and the wholesale market value of each Borrowerβs Inventory, by category, with additional detail showing additions to and deletions therefrom, together with a reconciliation to Borrowersβ general ledger, (f) a detailed calculation of Inventory categories that are not eligible for the Borrowing Base, (g) a summary aging, by vendor, of each Loan Partyβs accounts payable and any book overdraft and an aging, by vendor, of any held checks, and (h) a detailed report regarding each Loan Partyβs and its Subsidiariesβ cash and Cash Equivalents. DB1/ 133706714.4 2 The earlier of (1) the date of delivery to the ABL Agent and the ABL Lenders or (2) monthly (no later than the 30th day of each month), (i) a reconciliation of Accounts, Credit Card Receivables, accounts payable, and Inventory of Borrowersβ general ledger to its monthly financial statements, including any book reserves related to each category, (j) a report regarding each Loan Partyβs and its Subsidiariesβ accrued, but unpaid, ad valorem taxes, (k) a Perfection Certificate or a supplement to the Perfection Certificate, and (l) a detailed list of each Loan Partyβs and its Subsidiariesβ customers, with address and contact information. promptly but in any event within 2 days after any Loan Party acquires any Margin Stock, (m) notice of such acquisition, together with a description of the Margin Stock and a Form U-1 (with sufficient additional originals thereof for each Lender) duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board. upon delivery to ABL Agent, (n) a copy of each ABL Borrowing Base Certificate and copies of any other documents delivered to ABL Agent pursuant to the terms of the ABL Credit Agreement, including requests for ABL Revolving Loans, if such documents are not also delivered to Agent, and (o) notice of each request for any ABL Revolving Loan to the extent not made in writing. Upon request by Agent (p) copies of purchase orders and invoices for Inventory and Equipment acquired by any Loan Party or its Subsidiaries, (q) copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from time to time, (r) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification, and (s) such other reports as to the Collateral of any Loan Party and its Subsidiaries, as Agent may reasonably request. promptly but in any event within 5 days of any Loan Party gaining knowledge (t) the assertion of any claim against IP that would reasonably be expected to have a Material Adverse Effect or otherwise could reasonably be expected to result in a liability of the Loan Parties in excess of $500,000.
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DB1/ 133799698.4 SCHEDULE 5.18 POST-CLOSING OBLIGATIONS 1. Within five (5) Business Days after the Closing Date (or such later date as permitted by Agent in its sole discretion), the Loan Parties shall deliver, or shall cause to be delivered, to the Agent the original Master Intercompany Note (as defined in the Intercompany Subordination Agreement), together with an original endorsement with respect thereto. 2. Within five (5) Business Days after the Closing Date (or such later date as permitted by Agent in its sole discretion), the Loan Parties shall deliver, or shall cause to be delivered, to the Agent the stock certificates set forth below being pledged under the Loan Documents, together with undated stock powers executed in blank: Pledged Company Record Owner Certificate No. No. Shares/Interest Nautilus Fitness Canada, Inc. Nautilus, Inc. R4 65 (common stock) Nautilus Fitness Canada, Inc. Nautilus, Inc. 4 35 (common stock) Nautilus (Shanghai) Fitness Equipments Co., Ltd. Nautilus, Inc. 1 1 Nautilus Switzerland AG (f/k/a VAY AG) Nautilus, Inc. 1 1,000,000 US Octane Fitness Limited Nautilus, Inc. 3 100 Pacific Direct LLC Nautilus, Inc. 3 100 3. Within five (5) Business Days after the Closing Date (or such later date as permitted by Agent in its sole discretion), the Loan Parties shall deliver, or shall cause to be delivered, to the Agent an acknowledgment to the Pacific Direct Collateral Assignment executed by Xxxxxxx Acquisition LLC, in form and substance satisfactory to the Agent. 4. Within twenty (20) days after the Closing Date (or such later date as permitted by Agent in its sole discretion), the Loan Parties shall deliver, or shall cause to be delivered, to the Agent insurance endorsements with respect to the Loan Partiesβ property and liability insurance policies, as required pursuant to Section 5.6 of the Credit Agreement. 5. Within twenty (20) days after the Closing Date (or such later date as permitted by Agent in its sole discretion), the Loan Parties shall deliver, or shall cause to be delivered, to the Agent evidence, DB1/ 133799698.4 in form and substance satisfactory to the Agent, of the termination of the UCC-1 Financing Statement under Filing #2013-029-4509-3 with the Washington State Department of Licensing. 6. Within forty-five (45) days of the Closing Date (or such later date as permitted by Agent in its sole discretion), the Loan Parties shall deliver, or shall cause to be delivered, to the Agent evidence, in form and substance satisfactory to the Agent, of the termination of assignments in favor of (i) Nationsbank, N.A. and recorded with the USPTO under reel 1457/frame 0261 and (ii) Regent Capital Partners, L.P. recorded with the USPTO under reel 1586/frame 0521. 7. Within forty-five (45) days of the Closing Date (or such later date as permitted by Agent in its sole discretion), the Loan Parties shall deliver, or shall cause to be delivered, to the Agent evidence, in form and substance satisfactory to the Agent, of the assignment of United States patent applications 17/814,289 and 17/814,311 and patent registration D815,702 to Nautilus. 8. Within thirty (30) days of the Closing Date (or such later date as permitted by Agent in its sole discretion), the Loan Parties shall have used commercially reasonably efforts to obtain Collateral Access Agreements, each in form and substance satisfactory to Agent, for each of the locations identified below: a. 00000 Xxxxxxxxx 0xx Xxx, Xxxxxxxxx, XX 00000 b. 0000 Xxxxxx Xxxxxxxx, Xxxxxxxxxx, Xxxxxxx c. 00000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, XX 00000 d. 0000 Xxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000 9. Within ninety (90) days of the Closing Date (or such later date as permitted by Agent in its sole discretion), the Loan Parties shall have pledged 100% of the total outstanding voting Equity Interests of Nautilus Fitness Equipments, Nautilus Swiss and US Octane Fitness (collectively, the βPledged Companiesβ and each, a βPledged Companyβ) and executed any and all Additional Documents in accordance with Section 5.11 of this Agreement, including, without limitation, delivery to the Agent of stock certificates representing the percentage of Equity Interests of such Pledged Company pledged under the Loan Documents, together with undated powers executed in blank; provided, that, only 65% of the total outstanding voting Equity Interests of any Subsidiary (other than any Subsidiary that is, or may be, a Loan Party) of a Loan Party that is a CFC shall be required to be pledged if pledging a greater amount would result in material adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary) and in such event, the Loan Parties shall promptly deliver to the Agent new stock certificates representing 65% of the Equity Interests of such Subsidiary (together with undated powers executed in blank) and, promptly after the Agentβs receipt thereof, the Agent shall promptly return to the Loan Parties any stock certificates representing 100% of the Equity Interests of such Subsidiary (together with undated powers executed in blank) previously delivered to the Agent pursuant to paragraph 2 of this Schedule 5.18.
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DB1/ 133797432.2 4881-6182-3034v.9 SCHEDULE 6.5 Nature of Business Each Loan Party is primarily engaged, directly or indirectly through its subsidiaries, in the business of designing, developing, sourcing and marketing high-quality cardio and strength fitness products, related accessories and a digital platform for consumer and commercial use.