Nautilus 2005 Annual Report Download - page 122

(as required on the Closing Date with respect to Companies that were Guarantors on the Closing Date) along with any such other supporting
documentation, corporate governance and authorization documents, and an opinion of counsel as may be deemed necessary or advisable by
Agent, such documentation to be in form and substance acceptable to Agent; provided, however, that the Springing Security Documents shall
be subject to Section 2.12 hereof.
(b) Pledge of Stock . With respect to the creation or acquisition, after the Closing Date, of a first-tier Foreign Subsidiary of Borrower or a
Guarantor of Payment, Borrower shall deliver to Agent, for the benefit of the Lenders, subject to Section 2.12 hereof, all of the share
certificates (or other evidence of equity) owned by a Credit Party pursuant to the terms of a Pledge Agreement executed by the appropriate
Credit Party; provided, however, that no Company shall be required to pledge more than sixty-five percent (65%) of the outstanding shares or
other ownership interest of any Foreign Subsidiary.
(c) Perfection or Registration of Interest in Foreign Shares . With respect to any foreign shares pledged to Agent, for the benefit of the
Lenders, on or after the Triggering Event Date, Agent shall at all times, in the discretion of Agent or the Required Lenders, have the right to
perfect, at Borrower’s cost, payable upon request therefor (including, without limitation, any foreign counsel, or foreign notary, filing,
registration or similar, fees, costs or expenses), its security interest in such shares in the respective foreign jurisdiction.
Section 5.21. Restrictive Agreements . Except as set forth in this Agreement, Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the
ability of any Subsidiary to (a) make, directly or indirectly, any Capital Distribution to Borrower, (b) make, directly or indirectly, loans or
advances or capital contributions to Borrower or (c) transfer, directly or indirectly, any of the properties or assets of such Subsidiary to
Borrower; except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii) customary non-assignment
provisions in leases or other agreements entered in the ordinary course of business and consistent with past practices, or (iii) customary
restrictions in security agreements or mortgages securing Indebtedness or capital leases, of a Company to the extent such restrictions shall only
restrict the transfer of the property subject to such security agreement, mortgage or lease.
Section 5.22. Other Covenants . In the event that any Company shall be a party to any Material Indebtedness Agreement, wherein the
covenants contained therein shall be more restrictive than the covenants set forth herein, then the Companies shall be bound hereunder by such
more restrictive covenants with the same force and effect as if such covenants were written herein.
Section 5.23. Guaranty Under Material Indebtedness Agreement . No Company shall be or become a Guarantor of the Indebtedness
incurred pursuant to any Material Indebtedness Agreement unless such Company shall also be a Guarantor of Payment under this Agreement
prior to or concurrently therewith.
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