Nautilus 2007 Annual Report Download - page 208

(b) Representations and Warranties . The representations and warranties set forth herein must be true and correct.
(c) No Default
. Other than the Known Existing Default, no event has occurred and is continuing that constitutes an Event of Default.
(d) Other Required Documentation . All other documents and legal matters in connection with the transactions contemplated by this
Amendment shall have been delivered or executed or recorded and shall be in form and substance satisfactory to Agent.
5. Representations and Warranties . Each Borrower represents and warrants as follows:
(a) Authority . Such Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to
perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party. The execution,
delivery and performance by such Borrower of this Amendment have been duly approved by all necessary corporate action and no other
corporate proceedings are necessary to consummate such transactions.
(b) Enforceability . This Amendment has been duly executed and delivered by such Borrower. This Amendment and each Loan
Document to which such Borrower is a party (as amended or modified hereby) is the legal, valid and binding obligation of such Borrower,
enforceable against such Borrower in accordance with its terms, and is in full force and effect.
(c) Representations and Warranties . The representations and warranties contained in each Loan Document to which such Borrower
is a party (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date
hereof) are correct on and as of the date hereof as though made on and as of the date hereof.
(d) Due Execution . The execution, delivery and performance of this Amendment are within the power of such Borrower, have been
duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any
law or any contractual restrictions binding on Borrower.
(e) No Default
. Other than the Known Existing Default, no event has occurred and is continuing that constitutes an Event of Default.
6. Choice of Law . The validity of this Amendment, its construction, interpretation and enforcement, the rights of the parties hereunder,
shall be determined under, governed by, and construed in accordance with the internal laws of the State of California, without giving effect to
any conflict of law principles (but giving effect to Federal laws relating to national banks). The consent to forum and arbitration provisions set
forth in Section 14.14 of the Loan Agreement are hereby incorporated in this Amendment by reference.
7. Counterparts . This Amendment may be executed in any number of counterparts and by different parties and separate counterparts, each
of which when so executed and delivered, shall be deemed an original, and all of which, when taken together, shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile or a substantially similar electronic
transmission shall have the same force and effect as the delivery of an original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile or a substantially similar electronic transmission shall also deliver an original executed
counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement.
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