Nautilus 2007 Annual Report Download - page 154

10.2.7 Loans . Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary,
travel expenses, commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit
made in the Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; (d) intercompany loans permitted
under Section 10.2.1(j) , 10.2.1(o) and 10.2.1(p) ; (e) loans made by Subsidiaries that are not Borrowers to Borrowers or loans by Swiss
Borrower to US Borrower; and (f) payables permitted under Section 10.2.17(e) .
10.2.8 Restrictions on Payment of Certain Debt . Make any payments (whether voluntary or mandatory, or a prepayment,
redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt, except regularly scheduled payments of
principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt (and a Senior Officer
of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such
agreement have been satisfied); or (b) Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing
such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent).
10.2.9 Fundamental Changes . Merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in
each case whether in a single transaction or in a series of related transactions, except for Permitted Acquisitions or the LandAmerica
Acquisition or mergers or consolidations of a wholly-owned Subsidiary with another wholly-owned Subsidiary or into a Borrower; change
its legal name; change its tax, charter or other organizational identification number; or change its form or state of organization.
10.2.10 Subsidiaries . Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 10.1.9 and 10.2.5 ;
or permit any existing Subsidiary to issue any additional Equity Interests except director’s qualifying shares.
10.2.11 Organic Documents . Amend, modify or otherwise change any of its Organic Documents as in effect on the Closing Date in
each case in any manner adverse to the interest of Agent or the Lenders.
10.2.12 Tax Consolidation . File or consent to the filing of any consolidated income tax return with any Person other than Borrowers
and Subsidiaries.
10.2.13 Accounting Changes
. Make any material change in accounting treatment or reporting practices, except as required by GAAP
and in accordance with Section 1.2 ; or change its Fiscal Year.
10.2.14 Restrictive Agreements
. Become a party to any Restrictive Agreement, except (a) a Restrictive Agreement as in effect on the
Closing Date and shown on Schedule 9.1.16
; (b) a Restrictive Agreement relating to secured Debt permitted hereunder, if such restrictions
could not reasonably be expected to have a Material Adverse Effect or otherwise affect Obligors’ ability to perform their obligations under
the Loan Documents; and (c) customary provisions in leases and other contracts restricting assignment thereof.
10.2.15 Hedging Agreements . Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business
and not for speculative purposes.
10.2.16 Conduct of Business . Engage in any business, other than its business as conducted on the Closing Date and any activities
incidental thereto.
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