Nautilus 2009 Annual Report Download - page 194

applicable, any subordinated creditors of the Debtor). In the event the proceeds of any sale, lease or other disposition of the Collateral hereunder
are insufficient to pay all of the Secured Obligations in full, the Debtor will be liable for the deficiency, together with interest thereon at the
maximum rate provided in the Note, and the reasonable cost and expenses of collection of such deficiency, including (to the extent permitted by
law), without limitation, reasonable attorneys’ fees, expenses and disbursements.
10. Waivers, etc . The Debtor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein or in the
Note, all other demands and notices in connection with this Agreement or the enforcement of the Secured Party
’s rights hereunder or in
connection with any Secured Obligations or any Collateral; consents to and waives notice of the granting of renewals, extensions of time for
payment or other indulgences to the Debtor or to any account debtor in respect of any account receivable or to any other third party, or
substitution, release or surrender of any Collateral, the addition or release of persons primarily or secondarily liable on any Secured Obligation or
on any account receivable or other Collateral, the acceptance of partial payments on any Secured Obligation or on any account receivable or
other Collateral and/or the settlement or compromise thereof. No delay or omission on the part of the Secured Party or the Secured Party in
exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder. Any waiver of any such right on any one
occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The Debtor’
s waivers under this section have been
made voluntarily, intelligently and knowingly and after the Debtor has been apprised and counseled by its attorneys as to the nature thereof and
its possible alternative rights.
11. Termination; Assignment, etc . When all obligations of the Debtor owing to the Secured Party under the Note have been paid or
performed in full, this Agreement and the security interest in the Collateral created hereby shall automatically terminate without any further
action by the Debtor or Secured Party. In such event, the Secured Party agrees to execute appropriate releases of liens on the Collateral upon the
request of the Debtor and at the Debtor’s expense, and to authorize the Debtor to file terminations of the liens and security interests granted
hereby. No waiver by the Secured Party or by any other holder of Secured Obligations of any default shall be effective unless in writing, nor
operate as a waiver of any other default or of the same default on a future occasion. In the event of a sale or assignment of part or all of the
Secured Obligations by the Secured Party, the Secured Party may assign or transfer its respective rights and interest under this Agreement in
whole or in part to the purchaser or purchasers of such Secured Obligations, whereupon such purchaser or purchasers shall become vested with
all of the powers, rights and obligations of the Secured Party hereunder.
12. Reinstatement . Notwithstanding the provisions of Section 11 hereof, this Agreement shall continue to be effective or be reinstated, as
the case may be, if at any time any amount received by the Secured Party in respect of the Secured Obligations is rescinded or must otherwise be
restored or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Debtor or upon the
appointment of any intervener or conservator of, or trustee or similar official for the Debtor or any substantial part of any of its properties, or
otherwise, all as though such payments had not been made.
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