Nautilus 2007 Annual Report Download - page 136

7.3 Real Estate Collateral .
7.3.1 Lien on Real Estate . The Obligations shall also be secured by Mortgages upon all Real Estate owned by Borrowers, including
the Real Estate located at (i) 808 Valley View Road, Elk Creek, Virginia, (ii) 709/710/711 Powerhouse Road, Independence, Virginia,
(iii) 311 West Main Street, Independence, Virginia, (iv) 607 West Main Street, Independence, Virginia and (v) 12032 Highway 155N,
Tyler, Texas. The Mortgages shall be duly recorded, at Borrowers’ expense, in each office where such recording is required to constitute a
fully perfected Lien on the Real Estate covered thereby. If any Borrower acquires Real Estate hereafter, Borrowers shall, within 30 days,
execute, deliver and record a Mortgage sufficient to create a first priority Lien (subject to Permitted Liens) in favor of Agent on such Real
Estate, and shall deliver all Related Real Estate Documents.
7.3.2 Collateral Assignment of Leases . To further secure the prompt payment and performance of all Obligations, each Borrower
hereby transfers and assigns to Agent, for the benefit of Secured Parties, all of such Borrower’s right, title and interest in, to and under all
now or hereafter existing leases of real Property to which such Borrower is a party, whether as lessor or lessee, and all extensions,
renewals, modifications and proceeds thereof.
7.4 Other Collateral .
7.4.1 Commercial Tort Claims . Borrowers shall promptly notify Agent in writing if any Borrower has a Commercial Tort Claim
(other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $250,000) and, upon Agent’s request,
shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of Secured Parties) a duly perfected,
first priority Lien upon such claim.
7.4.2 Certain After-Acquired Collateral . Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Borrower
obtains any interest in any Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Intellectual Property,
Investment Property or Letter-of-Credit Rights, in each case to the extent that the aggregate amount of such Collateral (along with all other
Collateral of any type described above) exceeds $250,000, and, upon Agent’s request, shall promptly take such actions as Agent deems
reasonably appropriate to effect Agent’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate
possession, control agreement or Lien Waiver. If any Collateral in an aggregate amount exceeding $250,000 is in the possession of a third
party (and not otherwise subject to a Lien Waiver), at Agent’s request, Borrowers shall obtain an acknowledgment that such third party
holds the Collateral for the benefit of Agent.
7.5 No Assumption of Liability . The Lien on Collateral granted hereunder is given as security only and shall not subject Agent or any
Lender to, or in any way modify, any obligation or liability of Borrowers relating to any Collateral.
7.6 Further Assurances . Promptly upon request, Borrowers shall deliver such instruments, assignments, title certificates, or other
documents or agreements, and shall take such actions, as Agent deems reasonably appropriate under Applicable Law to evidence or perfect its
Lien on any Collateral (subject to the IP Limitation in the proviso of clause (c) of Section 7.8 ), or otherwise to give effect to the intent of this
Agreement. Each Borrower authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property”
of such Borrower, or words to similar effect, and ratifies any action taken by Agent before the Closing Date to effect or perfect its Lien on any
Collateral.
7.7 Foreign Subsidiary Stock . Notwithstanding Section 7.1 , the Collateral shall be limited to 65% of the voting stock of any Foreign
Subsidiary.
7.8 Perfection of Intellectual Property . Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the
Lien on Intellectual Property Collateral granted in Section 7.1 shall constitute a perfected security interest in and Lien upon such Intellectual
Property, subject to no
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