Nautilus 2001 Annual Report Download - page 73

ORGANIZATION. Borrower is a corporation which is duly organized, validly existing, and in good standing under the laws of the state of
Borrower's incorporation and is validly existing and in good standing in all states in which Borrower is doing business. Borrower has the full
power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage.
Borrower also is duly qualified as a foreign corporation and is in good standing in all states in which the failure to so qualify would have a
material adverse effect on its businesses or financial condition.
AUTHORIZATION. The execution, delivery, and performance of this Agreement and all Related Documents by Borrower, to the extent to be
executed, delivered or performed by Borrower, have been duly authorized by all necessary action by Borrower; do not require the consent or
approval of any other person, regulatory authority or governmental body; and do not conflict with, result in a violation of, or constitute a default
under (a) any provision or its articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon Borrower
or (b) any law, governmental regulation, court decree, or order applicable to Borrower.
FINANCIAL INFORMATION. Each financial statement of Borrower supplied to lender truly and completely disclosed Borrower's financial
condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date
of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial
statements.
LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement required hereunder to be given by Borrower when delivered
will constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.
PROPERTIES. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender
and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of
Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financial statements relating to
such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used, or filed a financial statement
under, any other name for at least the last five (5) years.
HAZARDOUS SUBSTANCES. The terms "hazardous waste," "hazardous substance," "disposal," "release," and "threatened release," as used
in this Agreement, shall have the same meanings as set forth in the "CERCLA," "SARA," and the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or Federal
laws, rules or regulations adopted pursuant to any of the foregoing or intended to protect human health or the environment "Environmental
Laws"). Except as disclosed to and acknowledged by Lender in writing Borrower represents and warrants that: (a) During the period of
Borrower's ownership of the properties, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened
release of any hazardous waste or substance by any person on, under, about or from any of the properties; (b) Borrower has no knowledge of, or
reason to believe that there has been (i) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any
hazardous waste or substance on, under, about or from the properties b any prior owners or occupants of any of the properties, or (ii) any actual
or threatened litigation or claims of any kind by any person relating to such matters; and (c) Neither Borrower nor any tenant, contractor, agent
or other authorized user of any of the properties shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or
substance on, under, about or from any of the properties, and any such activity shall be conducted in compliance with all applicable federal,
state, and local laws, regulations, and ordinances, including without limitation Environmental Laws. Borrower authorizes Lender and its agents
to enter upon the properties to make such inspections and tests as Lender may deem appropriate to determine compliance of the properties with
this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for lender's purposes only and shall
not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and
warranties contained herein are based on Borrower's due diligence in investigating the properties for hazardous waste and hazardous
2002. EDGAR Online, Inc.