Nautilus 2009 Annual Report Download - page 313

ARTICLE IX
NEGATIVE COVENANTS
Until Borrower has paid the Obligations (other than contingent indemnification obligations) in full and Lender’s lending and letter of
credit commitment with respect to the Revolving Credit Facility has terminated, Borrower agrees that Borrower shall not do any of the
following, unless Lender otherwise shall consent in writing:
Section 9.1 Liquidation, Merger, or Sale of Assets . Borrower shall not (a) liquidate, dissolve, or enter into any merger or
consolidation in which Borrower would not be the surviving entity, or (b) sell, lease, or dispose of any material portion of the business or assets
of Borrower (except (A) sales of goods in the ordinary course of business; (B) sales or other dispositions of surplus or obsolete equipment in the
ordinary course of business; (C) disposition of any property in connection with discontinuation of Commercial Business; (D) dispositions of
Inventory that is obsolete, unmerchantable or otherwise unsalable in the ordinary course of business; (E) termination of any lease of real or
personal property that is not necessary for the ordinary course of business of Borrower, could not reasonably be expected to have a Material
Adverse Effect and does not result from Borrower’s default thereunder; (F) licenses, sublicenses, leases or subleases granted to others not
interfering in any material respect with the business of the Borrower and which could not reasonably be expected to have a Material Adverse
Effect, (G) sales or dispositions of cash and cash equivalents in the ordinary course of business which are not reasonably likely to have a
Material Adverse Effect; (H) abandonment of intellectual property of the Borrower that is immaterial, unnecessary or no longer used in the
ordinary course of business, the abandonment of which could not reasonably be expected to have a Material Adverse Effect; (I) dispositions of
Accounts not constituting Eligible Consumer Finance Accounts Receivable or Eligible Commercial Accounts Receivable in the ordinary course
of business in connection with the collection or compromise thereof, and (J) dispositions of equipment that, in the aggregate during any 12-
month period, has a fair market or book value (whichever is more) of $250,000 or less).
Section 9.2 Indebtedness . Borrower shall not create, incur, assume, guarantee, or be or remain liable with respect to any
Indebtedness, other than the following:
(a) The Obligations;
(b) Funded Indebtedness of Borrower existing as of the date of this Agreement and secured by the Permitted Liens disclosed
on Schedule 9.3(b) to this Agreement, and all renewals, extensions, refundings, and refinancings of such Indebtedness in a principal amount that
does not exceed the principal amount outstanding on the Closing Date;
(c) Indebtedness for Taxes, assessments, or governmental charges to the extent that payment therefor shall at the time not be
required to be made in accordance with Section 6.8 of this Agreement;
(d) Liabilities incurred by Borrower in the ordinary course of business (not as a result of borrowing);
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