Nautilus 2009 Annual Report Download - page 328

such equipment as Collateral; and (b) any intent-to-use trademark application to the extent and for so long as creation by the Debtor of a security
interest therein would result in the abandonment, invalidation, or unenforceability thereof. Notwithstanding anything in this Section to the
contrary, the Collateral constituting stock in foreign Subsidiaries shall be limited as set forth in the Pledge Agreement.
3. Authorization to File Financing Statements . The Debtor hereby irrevocably (until termination of this Agreement) authorizes the
Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing
statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Debtor or words of similar effect, regardless of whether
any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such
jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of
Article 9 of the Uniform Commercial Code of the State, or such other jurisdiction, for the sufficiency or filing office acceptance of any financing
statement or amendment, including (i) whether the Debtor is an organization, the type of organization and any organizational identification
number issued to the Debtor and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-
extracted collateral
or timber to be cut, a sufficient description of real property to which the Collateral relates. The Debtor agrees to furnish any such information to
the Secured Party promptly upon the Secured Party’s request. The Debtor also ratifies its authorization for the Secured Party to have filed in any
Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.
4. Other Actions . To further the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the
Secured Party’s security interest in the Collateral, and without limitation on the Debtor’s other obligations in this Agreement, the Debtor agrees,
in each case at the Debtor’s expense, to take the following actions with respect to the following Collateral:
4.1 Promissory Notes and Tangible Chattel Paper . If the Debtor shall at any time hold or acquire any promissory notes or tangible
chattel paper, in each case to the extent that the aggregate amount of such promissory notes or tangible chattel paper (along with all other
Collateral of any type described above) exceeds $250,000, the Debtor shall forthwith endorse, assign and deliver the same to the Secured
Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time
specify.
4.2 Deposit Accounts . For each deposit account that the Debtor at any time opens or maintains, the Debtor shall, at the Secured
Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party in its Permitted Discretion,
either (a) cause the depositary bank to comply at any time with instructions from the Secured Party to such depositary bank directing the
disposition of funds from time to time credited to such deposit account, without further consent of the Debtor, or (b) arrange for the
Secured Party to become the customer of the depositary bank with respect to the deposit account, with the Debtor being permitted, only
with the consent of the Secured Party, to exercise rights to withdraw funds from such deposit account. The
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