Nautilus 2010 Annual Report Download - page 75

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instruments to which it is a party.
f.
No Violations; Consent
. Neither (i) the execution, delivery and performance of this Agreement, nor (ii) the
consummation of the transactions contemplated hereby will constitute a violation of Applicable Law or a
violation or default by Merchant under its articles of incorporation, by laws or any organization documents, or
any material agreement or contract and no authorization of any governmental authority is required in connection
with the performance by Merchant of its obligations hereunder.
g.
No Litigation
. There are no proceedings or investigations pending, or, to the knowledge of Merchant,
before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality
having jurisdiction over Merchant or its properties: (i) asserting the invalidity of this Agreement or seeking to
prevent the consummation of any of the transactions contemplated hereunder, or (ii) which, individually or in the
aggregate, could reasonably be expected to have a material adverse effect on the ability of Merchant to perform
its obligations hereunder. For purposes of this subsection, Merchant will use the materiality standard applicable
to its public filings with the Securities and Exchange Commission.
h.
Authorization
. Merchant has and will retain throughout the Term of this Agreement all required licenses
and authorizations to perform its obligations under this Agreement.
i.
Sale and Transfer . At the time of each purchase by the Company of a Credit Agreement and Account, the
Company will be the legal and beneficial owner of, all right, title and interest in and to the Credit Agreement and
Account.
j
No Liens
. At the time of each purchase by the Company of a Credit Agreement and Account, each such
Credit Agreement and Account shall be assigned by Merchant free and clear of any security interests, pledges,
assignments, liens or other encumbrances, statutory or other (“ Liens ”).
k.
No Rescission
. At the time of each purchase by the Company of a Credit Agreement and Account, no such
Credit Agreement and Account shall have been satisfied, rescinded or amended in any manner and the amounts
due or to be due thereunder have not been compromised, adjusted, extended, satisfied, subordinated, rescinded or
modified.
l.
Legal Compliance . Merchant is and shall remain in compliance with all Applicable Laws.
Section 5. Company Representations and Warranties.
Company represents and warrants to Merchant the following:
a.
Non-Discrimination
. That the Company shall make the Program available to the public (i) without regard to
race, color, religion, national origin, sex, marital status, or age (provided the applicant has the capacity to enter
into a binding contract) and (ii) not in any manner which would discriminate against an applicant or discourage
an applicant from applying for credit.
b.
Corporate Power and Authority
. That the Company has full corporate power and authority to enter into this
Agreement; that all corporate action required under any organization documents to make this Agreement binding
and valid upon Company according to its terms has been taken; and that this Agreement is and will be binding,
valid and enforceable upon Company according to its terms.