Nautilus 2007 Annual Report Download - page 157

(i) An Obligor is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part of
its business; an Obligor suffers the loss, revocation or termination of any license, permit, lease or agreement necessary to its business
which loss, revocation or termination could reasonably be expected to have a Material Adverse Effect; there is a cessation of any material
part of an Obligor’s business for a material period of time; an Obligor agrees to or commences any liquidation, dissolution or winding up
of its affairs other than pursuant to a merger with and into another Obligor (provided that the surviving entity shall be a Borrower); US
Borrower ceases to be Solvent, Swiss Borrower ceases to be Solvent after taking into account its rights of contribution or the Obligors
taken as a whole cease to be Solvent; or ; any material Collateral or Property of an Obligor is taken or impaired through condemnation and
such taking or condemnation could reasonably be expected to have a Material Adverse Effect;
(j) An Insolvency Proceeding is commenced by an Obligor; an Obligor makes an offer of settlement, extension or composition to its
unsecured creditors generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the business of an
Obligor; or an Insolvency Proceeding is commenced against an Obligor and: the Obligor consents to institution of the proceeding, the
petition commencing the proceeding is not timely controverted by the Obligor, the petition is not dismissed within 60 days after filing, or
an order for relief is entered in the proceeding;
(k) Except as could not reasonably be expected to result in a liability of the Obligors in excess of $2,000,000, (i) an ERISA Event
occurs with respect to a Pension Plan or Multiemployer Plan; (ii) an Obligor or ERISA Affiliate fails to pay when due any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or (iii) any event similar to the
foregoing occurs or exists with respect to a Foreign Plan;
(l) An Obligor or any of its Senior Officers is criminally indicted or convicted for (i) a felony committed in the conduct of the
Obligor’s business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of
1986 and Illegal Exportation of War Materials Act) that could reasonably be expected to lead to forfeiture of any material Property or any
Collateral; or
(m) A Change of Control occurs; or any event occurs or condition exists that has a Material Adverse Effect.
11.2 Remedies upon Default . If an Event of Default described in Section 11.1(j) occurs with respect to any Borrower, then to the extent
permitted by Applicable Law, all Obligations shall become automatically due and payable and all Commitments shall terminate, without any
action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written
direction of Required Lenders) do any one or more of the following from time to time:
(a) declare any Obligations immediately due and payable, whereupon they shall be due and payable without diligence, presentment,
demand, protest or notice of any kind, all of which are hereby waived by Borrowers to the fullest extent permitted by law;
(b) terminate, reduce or condition any Commitment, or make any adjustment to the Borrowing Base;
(c) require Obligors to Cash Collateralize LC Obligations, Bank Product Debt and other Obligations that are contingent (other than
indemnity claims that are unasserted and not reasonably likely to be asserted) or not yet due and payable, and, if Obligors fail promptly to
deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as
Revolver Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and
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