Nautilus 2009 Annual Report Download - page 305

including, without limitation, all depository account balances, cash and any other property of Borrower now or hereafter in the possession of
Lender, against and on account of the Obligations and liabilities of Borrower to Lender, irrespective of whether the Obligations have matured
and/or Lender may refuse to allow withdrawals from any such account.
Section 5.4 Other Documents . Borrower hereby agrees that until Borrower satisfies the Obligations in full and Lender has no further
commitment to make Revolving Loans or issue Letters of Credit for the account of Borrower, Borrower shall promptly execute and deliver to
Lender all documents deemed necessary or desirable by Lender in its Permitted Discretion to create, evidence, perfect, or continue Lender’s
security interests in the Collateral. In addition, Borrower hereby authorizes Lender to file such financing statements or other documents, and to
take such other actions, that Lender believes in its Permitted Discretion need to be filed or taken in order to create, evidence, perfect, or continue
Lender’s security interests in the Collateral.
Section 5.5 Appraisals and Collateral Examinations . Lender shall require examinations of the Collateral annually. The examinations
shall be conducted by a third-party examiner acceptable to Lender in its Permitted Discretion. Borrower hereby agrees to cooperate to facilitate
such examinations of the Collateral. Borrower acknowledges and agrees that it shall pay for the reasonable cost of the annual examinations of the
Collateral conducted on behalf of Lender, or any other inspection, examination, or appraisal of the Collateral obtained by Lender at any time that
an Event of Default exists hereunder (which payments shall be made in accordance with Section 7.11 of this Agreement).
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to Lender as follows:
Section 6.1 Existence and Power of Borrower . Borrower is a corporation duly organized and existing under the laws of the state of
Washington and is qualified to do business in each jurisdiction where the failure to be so qualified could be reasonably likely to result in a
Material Adverse Effect. Borrower has full power, authority, and legal right to carry on Borrower’s businesses as presently conducted, to own
and operate Borrower’s properties and assets, and to execute, deliver, and perform this Agreement and the other Loan Documents.
Section 6.2 Authorization by Borrower . The execution, delivery, and performance by Borrower of this Agreement, the Note, and the
other Loan Documents, and any borrowing under this Agreement, have been duly authorized by all necessary corporate action of Borrower, does
not require shareholder approval, or the approval or consent of any trustee or the holders of any Indebtedness of Borrower, does not contravene
any law, regulation, rule, or order binding on Borrower, or any of Borrower’s organizational documents, and do not contravene the provisions of
or constitute a default under any indenture, mortgage, material contract, or other material agreement or instrument to which Borrower is a party,
or by which Borrower (or any of its properties) may be bound or affected, except as has been disclosed to Lender in writing.
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