Nautilus 2009 Annual Report Download - page 294

(ix) The by-laws of Borrower and all amendments and supplements thereto, certified by the Secretary of Borrower as
being a true and correct copy thereof;
(x) A certificate of the Washington Secretary of State as to the legal existence and status of Borrower in such state dated
within 30 days of the Closing Date;
(xi) An opinion of counsel for Borrower as to the validity and enforceability of the Loan Documents and such other
matters as required by Lender or its counsel (which opinion shall be in form and content satisfactory to Lender); and
(b) All necessary filings and recordings against the Collateral required to be performed in order to create and perfect Lender’s
first priority lien therein shall have been completed (which shall include termination of any existing financing statements with respect to the
assets of Borrower);
(c) Borrower shall have paid (or are irrevocably committed to pay) Lender the fees owed pursuant to Section 3.9 of this
Agreement;
(d) Borrower shall have reimbursed (or irrevocably committed to reimburse) Lender for reasonable out-of-pocket attorney
fees and costs incurred by Lender in connection with the inspection of the Collateral and the negotiation and preparation of this Agreement and
the other Loan Documents through the Closing Date;
(e) No litigation, arbitration, proceeding, or investigation shall be pending or threatened that (i) questions the validity or
legality of the transactions contemplated by any Loan Document, or seeks a restraining order, injunction, or damages in connection therewith, or
(ii) in the reasonable judgment of Lender, reasonably could be expected to have a Material Adverse Effect;
(f) As of the date of this Agreement, no Default or Event of Default exists (or would result from the initial advance under the
Revolving Credit Facility);
(g) A third-party examiner acceptable to Lender shall have performed an examination, and Lender shall have approved such
examination, of Borrower’s Accounts and Borrower’s Inventory;
(h) There shall have been no Material Adverse Effect since September 30, 2009; and
(i) Lender shall have received such other statements, opinions, certificates, documents, and information with respect to the
matters contemplated by this Agreement as Lender may request in Lender’s reasonable discretion.
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