Nautilus 2005 Annual Report Download - page 123

Section 5.24. Right to Take Additional Collateral . In addition to any other right that Agent and the Lenders may have pursuant to this
Agreement or otherwise, upon written request of Agent whenever made after the Triggering Event Date, Borrower shall, and shall cause each
Guarantor of Payment to, grant to Agent, for the benefit of the Lenders, as additional security for the Secured Obligations, a first (except as to
fixed assets subject to a capitalized lease or purchase money security interest) security interest in or Lien on any real or personal property of
Borrower and each Guarantor of Payment in which Agent does not have a first priority security interest Lien, subject only to Liens permitted
under Section 5.9 hereof. Borrower agrees that, within thirty (30) days after such written request, Borrower shall secure all of the Secured
Obligations by delivering to Agent, for the benefit of the Lenders, such Springing Security Documents or other documents, instruments or
agreements as Agent may reasonably require. Borrower shall pay all recordation, legal and other expenses in connection therewith.
Section 5.25. Amendment of Organizational Documents . No Company shall amend its Organizational Documents to change its name or
state, province or other jurisdiction of organization, or otherwise amend its Organizational Documents in any manner adverse to Lenders,
without the prior written consent of Agent.
ARTICLE VI. REPRESENTATIONS AND WARRANTIES
Section 6.1. Corporate Existence; Subsidiaries; Foreign Qualification . Each Company is duly organized, validly existing, and in good
standing under the laws of its state or jurisdiction of incorporation or organization and is duly qualified and authorized to do business and is in
good standing as a foreign entity in the jurisdictions set forth opposite its name on Schedule 6.1 hereto, which are all of the states or
jurisdictions where the character of its property or its business activities makes such qualification necessary, except where a failure to qualify
will not result in a Material Adverse Effect. Each Foreign Subsidiary is validly existing under the laws of its jurisdiction of organization.
Schedule 6.1 hereto sets forth, as of the Closing Date, each Subsidiary of Borrower (and whether such Subsidiary is a Dormant Subsidiary), its
state of formation, its relationship to Borrower, including the percentage of each class of stock or membership interests owned by a Company,
each Person that owns the stock or other equity interest of each Company, the location of its chief executive office and its principal place of
business.
Section 6.2. Corporate Authority . Each Credit Party has the right and power and is duly authorized and empowered to enter into, execute
and deliver the Loan Documents to which it is a party and to perform and observe the provisions of the Loan Documents. The Loan Documents
to which each Credit Party is a party have been duly authorized and approved by such Credit Party’s board of directors or other governing
body, as applicable, and are the valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with
their respective terms. The execution, delivery and performance of the Loan Documents will not conflict with, result in a breach in any of the
provisions of, constitute a default under, or result in the creation of a Lien (other than Liens permitted under Section 5.9 hereof) upon any
assets or property of any Company under the provisions of, such Company’s Organizational Documents or any material agreement.
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