Nautilus 2009 Annual Report Download - page 335

13. Notification to Account Debtors and Other Persons Obligated on Collateral . If a Default or an Event of Default shall have
occurred and be continuing, the Debtor shall, at the request and option of the Secured Party, notify account debtors and other persons obligated
on any of the Collateral of the security interest of the Secured Party in any account, chattel paper, general intangible, instrument or other
Collateral and that payment thereof is to be made directly to the Secured Party or to any financial institution designated by the Secured Party as
the Secured Party’s agent therefor, and the Secured Party may itself, if a Default or an Event of Default shall have occurred and be continuing,
upon notice to the Debtor, so notify account debtors and other persons obligated on Collateral. After the making of such a request or the giving
of any such notification, the Debtor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other
Collateral received by the Debtor as trustee for the Secured Party without commingling the same with other funds of the Debtor and shall turn
the same over to the Secured Party, together with any necessary endorsements or assignments. The Secured Party shall apply the proceeds of
collection of accounts, chattel paper, general intangibles, instruments and other Collateral received by the Secured Party to the Obligations, such
proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them.
14. Power of Attorney .
14.1 Appointment and Powers of Secured Party .
The Debtor hereby irrevocably (until termination of this Agreement) constitutes and
appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full
irrevocable power and authority in the place and stead of the Debtor or in the Secured Party’s own name, for the purpose of carrying out
the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be
necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said
attorneys the power and right, on behalf of the Debtor, without notice to or assent by the Debtor, to do the following:
(a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any
agreement with respect to or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform
Commercial Code of the State and as fully and completely as though the Secured Party were the absolute owner thereof for all
purposes, and to do, at the Debtor’s expense, at any time, or from time to time, all acts and things which the Secured Party deems
necessary or useful to protect, preserve or realize upon the Collateral and the Secured Party’s security interest therein, in order to
effect the intent of this Agreement, all at least as fully and effectively as the Debtor might do, including, without limitation, (i) the
filing and prosecuting of registration and transfer applications with the appropriate federal, state, local or other agencies or authorities
with respect to trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Debtor, the exercise of
voting rights with respect to voting securities, which rights may be exercised, if the Secured Party so elects, with a view to causing
the liquidation of assets of the issuer of any such securities, and (iii) the execution, delivery and recording, in connection with any
sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with
respect to such Collateral; and
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