Nautilus 2007 Annual Report Download - page 150

10.1.9 Future Subsidiaries . Promptly notify Agent upon any Person becoming a Subsidiary and, if such Person is not a Foreign
Subsidiary, cause it to guaranty the Obligations in a manner reasonably satisfactory to Agent, and to execute and deliver such documents,
instruments and agreements and to take such other actions as Agent shall reasonably require to evidence and perfect a Lien in favor of
Agent (for the benefit of Secured Parties) on all assets of such Person (other than a Foreign Subsidiary), including delivery of such legal
opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate (subject to the IP Limitations).
10.2 Negative Covenants . As long as any Commitments or Obligations are outstanding (other than indemnity claims that are unasserted
and not reasonably likely to be asserted), each Borrower shall not, and shall cause each Subsidiary not to:
10.2.1 Permitted Debt . Create, incur, guarantee or suffer to exist any Debt, except:
(a) the Obligations;
(b) Subordinated Debt in amounts and on terms satisfactory to Agent;
(c) Permitted Purchase Money Debt;
(d) Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent
outstanding on the Closing Date and not satisfied with proceeds of the initial Loans;
(e) Bank Product Debt;
(f) Permitted Contingent Obligations;
(g) Refinancing Debt as long as each Refinancing Condition is satisfied;
(h) the Proposed IP Financing; provided that (i) the Term Loans have been repaid in full (or are repaid in full with the proceeds of
such Debt at the time of its closing), (ii) such Debt is obtained within fourteen months after the Closing Date, (iii) such Debt is subject to
an intercreditor agreement in form and substance reasonably satisfactory to Agent, (iv) on a pro forma basis, after giving effect to such
Debt (and all associated transaction costs) and payments required to be made on or before October 30, 2008 in connection with the
LandAmerica Acquisition, Borrowers’ shall have Excess Availability of not less than $15,000,000, and (v) no Default or Event of Default
has occurred and is continuing at the time such Debt is incurred;
(i) Debt owed by Foreign Subsidiaries of US Borrower (other than Swiss Borrower) in an aggregate amount not to exceed
$35,000,000; provided that such Debt shall not encumber any of the Collateral and no Borrower shall guarantee or otherwise be
responsible for repayment of any such Debt;
(j) Debt owed by Swiss Borrower to US Borrower in an aggregate amount not to exceed the sum of the amount of such Debt
outstanding on the Closing Date plus (at any time of calculation) the amounts contributed to the Borrowing Base by the Eligible Accounts
and Eligible Inventory owned by Swiss Borrower;
(k) Debt of Borrowers or Subsidiaries to an insurance company, the proceeds which are used by such Credit Parties or such
Subsidiaries to finance their insurance premiums payable on workers’ compensation insurance policies maintained by such Borrowers or
such Subsidiaries, in each case incurred in the Ordinary Course of Business;
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