Nautilus 2009 Annual Report Download - page 336

(b) to the extent that the Debtor’s authorization given in Section 3 is not sufficient, to file such financing statements with
respect hereto, with or without the Debtor’s signature, or a photocopy of this Agreement in substitution for a financing statement, as
the Secured Party may deem appropriate and to execute in the Debtor’s name such financing statements and amendments thereto and
continuation statements which may require the Debtor’s signature.
14.2 Ratification by Debtor . To the extent permitted by law, the Debtor hereby ratifies all that said attorneys shall lawfully do or
cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable.
14.3 No Duty on Secured Party . The powers conferred on the Secured Party hereunder are solely to protect its interests in the
Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party shall be accountable only for the amounts
that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall
be responsible to the Debtor for any act or failure to act, except for the Secured Party’s own bad faith, gross negligence or willful
misconduct.
15. Rights and Remedies . If an Event of Default shall have occurred and be continuing, the Secured Party, without any other notice
to or demand upon the Debtor have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the
rights and remedies of a secured party under the Uniform Commercial Code of the State and any additional rights and remedies which may be
provided to a secured party in any jurisdiction in which Collateral is located, including, without limitation, the right to take possession of the
Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which the
Collateral may be situated and remove the same therefrom. The Secured Party may in its discretion require the Debtor to assemble all or any part
of the Collateral at such location or locations within the jurisdiction(s) of the Debtor’
s principal office(s) or at such other locations as the Secured
Party may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Secured Party shall give to the Debtor at least five Business Days prior written notice of the time and place of any public
sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. The Debtor hereby acknowledges
that five Business Days prior written notice of such sale or sales shall be reasonable notice. In addition, the Debtor waives any and all rights that
it may have to a judicial hearing in advance of the enforcement of any of the Secured Party’s rights and remedies hereunder, including, without
limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with
respect thereto.
16. Standards for Exercising Rights and Remedies . To the extent that applicable law imposes duties on the Secured Party to exercise
remedies in a commercially reasonable manner, the Debtor acknowledges and agrees that it is not commercially unreasonable
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