Nautilus 2005 Annual Report Download - page 129

Section 7.6. ERISA Default . The occurrence of one or more ERISA Events that (a) has a Material Adverse Effect equal to five percent
(5%) of Consolidated Net Worth, or (b) results in a Lien on any of the assets of any Company.
Section 7.7. Change in Control . If any Change in Control shall occur.
Section 7.8. Money Judgment . A final judgment or order for the payment of money shall be rendered against any Company by a court of
competent jurisdiction, that remains unpaid or unstayed and undischarged for a period (during which execution shall not be effectively stayed)
of thirty (30) days after the date on which the right to appeal has expired, provided that the aggregate of all such judgments for all such
Companies shall exceed Five Hundred Thousand Dollars ($500,000).
Section 7.9. Material Adverse Change . There shall have occurred any condition or event that Agent or the Required Lenders determine
has or is reasonably likely to have a Material Adverse Effect.
Section 7.10. Security . If any Lien granted in any Loan Document in favor of Agent, for the benefit of the Lenders, shall be determined
to be void, voidable or invalid, or does not otherwise have the priority contemplated (whether perfected or not) by this Agreement or the
Springing Security Documents and Borrower has failed to promptly execute appropriate documents to correct such matters.
Section 7.11. Validity of Loan Documents . (a) Any material provision, in the sole opinion of Agent, of any Loan Document shall at any
time for any reason cease to be valid, binding and enforceable against any Credit Party; (b) the validity, binding effect or enforceability of any
Loan Document against any Credit Party shall be contested by any Credit Party; (c) any Credit Party shall deny that it has any or further
liability or obligation under any Loan Document; or (d) any Loan Document shall be terminated, invalidated or set aside, or be declared
ineffective or inoperative or in any way cease to give or provide to Agent and the Lenders the benefits purported to be created thereby.
Section 7.12. Solvency . If any Company (other than a Dormant Subsidiary) shall (a) except as permitted pursuant to Section 5.12 hereof,
discontinue business, (b) generally not pay its debts as such debts become due, (c) make a general assignment for the benefit of creditors,
(d) apply for or consent to the appointment of an interim receiver, a receiver, a receiver and manager, an administrator, sequestrator, monitor, a
custodian, a trustee, an interim trustee or liquidator of all or a substantial part of its assets or of such Company, (e) be adjudicated a debtor or
insolvent or have entered against it an order for relief under Title 11 of the United States Code, or under any other bankruptcy insolvency,
liquidation, winding-up, corporate or similar statute or law, foreign, federal state or provincial, in any applicable jurisdiction, now or hereafter
existing, as any of the foregoing may be amended from time to time, or other applicable statute for jurisdictions outside of the United States, as
the case may be, which adjudication or entry is not stayed or rescinded within thirty (30) days thereafter, (f) file a voluntary petition in
bankruptcy, or file a proposal or notice of intention to file a proposal or have an involuntary
51