Nautilus 2009 Annual Report Download - page 314

(e) The endorsement of checks in the ordinary course of business;
(f) Indebtedness incurred to refinance any Indebtedness permitted by this Section 9.2 of this Agreement;
(g) Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $500,000;
(h) Intercompany Indebtedness existing as of the Closing Date to Borrower’s Subsidiaries in an aggregate amount not to
exceed $7,000,000 and intercompany Indebtedness to Borrower’
s Subsidiaries involved exclusively in the Continuing Business in an amount not
to exceed $1,000,000 after the Closing Date;
(i) Indebtedness to an insurance company, the proceeds which are used by Borrower to finance their insurance premiums
payable on workers’ compensation insurance policies maintained by Borrower;
(j) Indebtedness incurred in respect of the deferred purchase price for any acquisition of intellectual property or constituting
the obligation to make purchase price adjustments in connection with any such acquisition of intellectual property;
(k) Indebtedness that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not
exceed $500,000 in the aggregate at any time;
(l) Contingent obligations (A) arising from endorsements of payment items for collection or deposit in the ordinary course of
business; (B) arising from any foreign currency hedging agreements not to exceed $500,000 in the aggregate and not prohibited hereunder;
(C) existing on the Closing Date and disclosed in writing to Lender, and any extension or renewal thereof that does not increase the amount of
such contingent obligation when extended or renewed; (D) arising from customary indemnification obligations in favor of purchasers in
connection with dispositions permitted under Section 9.1(b) hereof if such obligations could not reasonably be expected to have a Material
Adverse Effect; or (E) Guaranties of Subsidiaries’
Indebtedness that do not exceed $500,000 in the aggregate and incurred in the ordinary course
of business; and
(m) Reimbursement obligations to Bank of America, N.A. with respect to the letters of credit listed on Schedule 9.2.
Section 9.3 Liens . Borrower shall not create, incur, assume, or suffer to exist any Lien of any kind upon or with respect to any of
Borrower’s property or assets, or assign or otherwise convey any right to receive income, including the sale or discount of Accounts with or
without recourse, except the following (“Permitted Liens”):
(a) Liens in favor of Lender to secure the Obligations;
(b) Liens existing as of the date of this Agreement and disclosed in Schedule 9.3(b) to this Agreement;
-
41
-