Nautilus 2009 Annual Report Download - page 332

7. Covenants Concerning Debtor’s Legal Status . The Debtor covenants with the Secured Party as follows: (a) without providing at
least 15 days’ prior written notice to the Secured Party, the Debtor will not change its name, its place of business or, if more than one, chief
executive office, or its mailing address or organizational identification number if it has one, (b) if the Debtor does not have an organizational
identification number and later obtains one, the Debtor shall forthwith notify the Secured Party of such organizational identification number, and
(c) the Debtor will not change its type of organization, jurisdiction of organization or other legal structure except as permitted in the Credit
Agreement.
8. Representations and Warranties Concerning Collateral, etc. The Debtor further represents and warrants to the Secured Party as
follows: (a) the Debtor is the owner of the Collateral, free from any right or claim of any person or any adverse lien, security interest or other
encumbrance, except for the security interest created by this Agreement and Permitted Liens, (b) none of the Collateral constitutes, or is the
proceeds of, “farm products” as defined in Section 9-
102(a)(34) of the Uniform Commercial Code of the State, (c) none of the account debtors or
other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal,
state or local statute or rule in respect of such Collateral, (d) the Debtor holds no commercial tort claim except as indicated on the Perfection
Certificate, and (e) the Debtor has at all times operated its business in material compliance with all applicable provisions of the federal Fair
Labor Standards Act, as amended, and with all applicable provisions of federal, state and local statutes and ordinances dealing with the control,
shipment, storage or disposal of hazardous materials or substances, (f) all other information set forth on the Perfection Certificate pertaining to
the Collateral is accurate and complete in all material respects, and (g) 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.
9. Covenants Concerning Collateral, etc. The Debtor further covenants with the Secured Party as follows: (a) the Collateral, to the
extent not delivered to the Secured Party pursuant to Section 4, will be kept at those locations listed on the Perfection Certificate and the Debtor
will not remove the Collateral from such locations, without providing at least 15 days prior written notice to the Secured Party, (b) except for the
security interest herein granted and the Permitted Liens, the Debtor shall be the owner of the Collateral free from any right or claim of any other
person, lien, security interest or other encumbrance, and the Debtor shall defend the same against all claims and demands of all persons at any
time claiming the same or any interests therein adverse to the Secured Party (except for the Permitted Liens), (c) the Debtor shall not pledge,
mortgage or create, or suffer to exist any right of any person in or claim by any person to the Collateral, or any security interest, lien or
encumbrance in the Collateral in favor of any person, other than the Secured Party (and other than the Permitted Liens), (d) the Debtor will keep
the Collateral in good order and repair (ordinary wear and tear excepted) and will not use the same in violation of any material law or any policy
of insurance thereon, (e) the Debtor will permit the Secured Party, or its designee, to inspect the Collateral, subject to reasonable advance notice,
at any reasonable time during normal business hours, wherever located, (f) the Debtor will pay promptly when due all taxes, assessments,
governmental charges and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or incurred in
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