Nautilus 2009 Annual Report Download - page 318

(q) Investments not otherwise permitted hereunder not to exceed $500,000 at any one time, provided that no Default or Event
of Default has occurred at the time of such Investments or would result therefrom; or
(r) Maintenance of deposits with Lender or Investments in cash equivalents.
Section 9.6 Obligations Relating to Guaranties . Borrower shall not create, incur, assume or permit to exist any obligations arising
under Guaranties except (a) by endorsement of instruments or items of payment for deposit to the general account of Borrower, and (b) for
obligations arising under Guaranties incurred for the benefit of Borrower if the primary obligation is expressly permitted by this Agreement.
Section 9.7 Transactions With Affiliates . Borrower shall not directly or indirectly enter into any purchase, sale, lease, sale-
leaseback,
or other transaction with any Affiliate, except transactions in the ordinary course of business on terms that are no less favorable to Borrower than
those that might be obtained at the time in a comparable arm’s-
length transaction with any Person that is not an Affiliate, provided, however, that
Borrower (a) may in any event enter into employment and severance arrangements with their respective officers and employees in the ordinary
course of business, (b) may engage in transactions with Affiliates expressly permitted in Section 9 hereof, and (c) may pay customary fees and
reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, and employees in the ordinary course of business.
Section 9.8 Fiscal Year and Accounting Changes . Borrower shall not (a) change its fiscal year, or (b) make any significant change
(i) in accounting treatment and reporting practices (except as permitted by GAAP), or (ii) in tax reporting treatment (except as required by law).
Section 9.9 Operations . Borrower shall not engage in any activity or introduce any major product that is substantially different from
or unrelated to the present business activities or products of Borrower (other than any activities or products that are complimentary or ancillary
to the present Continuing Business activities or products of Borrower), or discontinue any portion of Borrower’s present business activities
(other than the Commercial Business) that constitutes a substantial portion thereof.
Section 9.10 Prohibition on Change in Control . Borrower shall not undergo a Change in Control.
Section 9.11 Subsidiaries . Borrower shall not create or acquire any Subsidiary unless such Subsidiary is organized under the laws of
the United States and becomes a party to and bound by, as a borrower, this Agreement and all other Loan Documents, as required by Lender.
Any such Subsidiary that becomes a new borrower shall also cause Borrower to pledge all of such Subsidiary’
s Capital Stock to Lender to secure
the Obligations in a form of agreement substantially similar to the Pledge Agreement.
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