Nautilus 2005 Annual Report Download - page 113

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(e) Good Standing and Full Force and Effect Certificates
. Borrower shall have delivered to Agent a good standing certificate or full force
and effect certificate, as the case may be, for each Credit Party, issued on or about the Closing Date by the Secretary of State in the state or
states where such Credit Party is incorporated or formed or qualified as a foreign entity.
(f) Legal Opinion
. Borrower shall have delivered to Agent an opinion of counsel for each Credit Party, in form and substance satisfactory
to Agent and the Lenders.
(g) Borrower Investment Policy . Borrower shall have delivered to Agent a copy of the Borrower Investment Policy as in effect on the
Closing Date.
(h) Agent Fee Letter, Closing Fee Letter and Other Fees . Borrower shall have (i) executed and delivered to Agent the Agent Fee Letter
and paid to Agent, for its sole account, the fees stated therein to be due, (ii) executed and delivered to Agent the Closing Fee Letter and paid to
Agent, for the benefit of the Lenders, the fees stated therein to be due, and (iii) paid all legal fees and expenses of Agent in connection with the
preparation and negotiation of the Loan Documents.
(i) Lien Searches . With respect to the property owned or leased by Borrower and each Guarantor of Payment and any other property
securing the Obligations, Borrower shall have caused to be delivered to Agent (i) the results of Uniform Commercial Code lien searches,
satisfactory to Agent and the Lenders, (ii) the results of federal and state tax lien and judicial lien searches, satisfactory to Agent and the
Lenders, and (iii) Uniform Commercial Code termination statements reflecting termination of all U.C.C. Financing Statements previously filed
by any Person and not expressly permitted pursuant to Section 5.9 hereof.
(j) Existing Credit Agreements . Borrower shall have terminated (A) the facility evidenced by the promissory note payable to U.S. Bank
National Association, and (B) the Demand Master Promissory Note between Borrower and KeyBank National Association, dated as of
August 18, 2005; which terminations shall be deemed to have occurred upon payment in full of all of the Indebtedness outstanding thereunder
and termination of the commitments (if any) established therein.
(k) Closing Certificate . Borrower shall have delivered to Agent and the Lenders an officer’s certificate certifying that, as of the Closing
Date, (i) all conditions precedent set forth in this Article IV have been satisfied, (ii) no Default or Event of Default exists nor immediately after
the first Credit Event will exist, and (iii) each of the representations and warranties contained in Article VI hereof are true and correct as of the
Closing Date.
(l) Letter of Direction . Borrower shall have delivered to Agent a letter of direction authorizing Agent, on behalf of the Lenders, to
disburse the proceeds of the Loans, which includes the transfer of funds under this Agreement and wire instructions setting forth the locations
to which such funds shall be sent.
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