Nautilus 2007 Annual Report Download - page 153

(t) licenses of Intellectual Property owned by a Borrower and granted to any Person in the Ordinary Course of Business, and any
restrictions or conditions on transfer, assignment or renewal customarily imposed in a license to use Intellectual Property;
(u) judgments and other similar Liens arising in connection with court proceedings that do not constitute an Event of Default;
(v) pledges and deposits of cash after the Closing Date to secure obligations under appeal bonds or as otherwise required in
connection with court proceedings (including, without limitation, surety bonds, security for costs of litigation where required by law and
letters of credit) or any other instruments serving a similar purpose;
(w) Liens in favor of an insurance company to secure Debt of the Borrowers or Subsidiaries permitted under Section 10.2.1(k)
hereof to finance their insurance premiums on the workers’ compensation insurance policies maintained by such Borrower or such
Subsidiary in the Ordinary Course of Business,
(x) Liens attaching solely to earnest money deposits in connection with any letter of intent or purchase agreement executed in
connection with a Permitted Acquisition;
(y) Liens in the nature of rights of set off in favor contractual counterparties in the Ordinary Course of Business to the extent such
Liens have been disclosed to Agent in Borrowers’ reports delivered to Agent pursuant to Section 8.2.1 ;
(z) Liens on assets of Foreign Subsidiaries of US Borrower (other than Swiss Borrower) securing Debt permitted pursuant to
Section 10.2.1(i) ; provided that such Liens shall not encumber any Collateral; and
(aa) existing Liens shown on Schedule 10.2.2 .
10.2.3 Capital Expenditures . Make Capital Expenditures in excess of $8,200,000 in the aggregate during the period from January 1,
2008 through September 30, 2008.
10.2.4 Distributions; Upstream Payments
. (a) Declare or make any Distributions, except Upstream Payments and Distributions in the
form of common stock; provided that US Borrower may pay dividends to its shareholders or repurchase stock from its shareholders, in
each case if (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) after giving effect to such dividend,
Borrowers’ Fixed Charge Coverage Ratio for the trailing twelve month period most recently ended would be at least 1.0 to 1.0, and
(iii) Borrowers’ Excess Availability after giving effect to such dividend is not less than $20,000,000; or (b) create or suffer to exist any
encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan
Documents, under Applicable Law or in effect on the Closing Date as shown on Schedule 9.1.16 .
10.2.5 Restricted Investments . Make any Restricted Investment.
10.2.6 Disposition of Assets . Make any Asset Disposition, except a Permitted Asset Disposition, a disposition of Equipment under
Section 8.4.2 , or a transfer of Property by a Subsidiary or Obligor to a Borrower.
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