Nautilus 2009 Annual Report Download - page 331

therefor, (b) causing the Secured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a
condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest in such
Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with
such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’
s security
interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance
satisfactory to Secured Party in its Permitted Discretion, including, without limitation, any consent of any licensor, lessor or other person
obligated on Collateral, (e) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Secured Party in its
Permitted Discretion and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as
reasonably determined by the Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any
foreign jurisdiction.
5. Relation to Other Security Documents .
The provisions of this Agreement supplement the provisions of any real estate mortgage or
deed of trust granted by the Debtor to the Secured Party which secures the payment or performance of any of the Obligations. Nothing contained
in any such real estate mortgage or deed of trust shall derogate from any of the rights or remedies of the Secured Party hereunder. In addition to
the provisions of this Agreement being so read and construed with any such mortgage or deed of trust, the provisions of this Agreement shall be
read and construed with the other Security Documents referred to below in the manner so indicated.
5.1 IP Security Agreements . Concurrently herewith the Debtor is also executing and delivering to the Secured Party the IP Security
Agreements pursuant to which the Debtor is granting to the Secured Party security interests in certain Collateral consisting of patents and
patent rights, trademarks, service marks and trademark and service mark rights, together with the goodwill appurtenant thereto. The
provisions of the IP Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the IP Security
Agreements shall derogate from any of the rights or remedies of the Secured Party hereunder. Neither the delivery of, nor anything
contained in, the IP Security Agreements shall be deemed to prevent or postpone the time of attachment or perfection of any security
interest in such Collateral created hereby.
6. Representations and Warranties Concerning Debtor’s Legal Status . The Debtor has previously delivered to the Secured Party a
certificate signed by the Debtor and entitled “Perfection Certificate” (the “Perfection Certificate”). The Debtor represents and warrants to the
Secured Party as follows: (a) the Debtor’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof,
(b) the Debtor is an organization of the type, and is organized in the jurisdiction set forth in the Perfection Certificate, (c) the Perfection
Certificate accurately sets forth the Debtor’
s organizational identification number or accurately states that the Debtor has none, (d) the Perfection
Certificate accurately sets forth the Debtor’s place of business or, if more than one, its chief executive office, as well as the Debtor’s mailing
address, if different, (e) all other information set forth on the Perfection Certificate pertaining to the Debtor is accurate and complete in all
material respects, and (f) that there has been no change in any information provided in the Perfection Certificate since the date on which it was
executed by the Debtor.
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