Nautilus 2007 Annual Report Download - page 158

(d) exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and
remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require
Borrowers to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any
premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a
Borrower, Borrowers agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after
any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots
or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Borrower agrees that 10 days notice of any proposed sale
or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Obligor’s premises,
without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell,
lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public
or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the
Obligations.
11.3 License . Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment
of royalty or other compensation to any Person), to the extent that Borrower is permitted to grant such a license, to use any or all Intellectual
Property of Borrowers, including Intellectual Property rights in any computer hardware and software, trade secrets, brochures, customer lists,
promotional and advertising materials, labels, packaging materials and other Property, in connection with the advertising for sale, marketing,
selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that such
license shall be effective and exercisable only upon the occurrence of, and during the continuation of, an Event of Default, and provided further
that such Borrower shall have the right to exercise reasonable standards of quality control over any goods or products bearing its trademarks, to
the extent necessary to maintain and protect the same, including the goodwill associated therewith, and to avoid any risk of invalidation or
unenforceability thereof. Each Borrower’s rights and interests under Intellectual Property shall inure to Agent’s benefit.
11.4 Setoff
. At any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest
extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such
Affiliate to or for the credit or the account of an Obligor against any Obligations, irrespective of whether or not Agent, Issuing Bank, such
Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be
contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or
office holding such deposit or obligated on such indebtedness. The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this
Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.
11.5 Remedies Cumulative; No Waiver .
11.5.1 Cumulative Rights . All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of
Borrowers contained in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and
remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall
not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or
otherwise.
75