Nautilus 2009 Annual Report Download - page 329

Secured Party agrees with the Debtor that the Secured Party shall not give any such instructions or withhold any withdrawal rights from the
Debtor, unless an Event of Default has occurred and is continuing, or would occur, if effect were given to any withdrawal not otherwise
permitted by the Loan Documents. The provisions of this paragraph shall not apply to (i) any deposit account for which the Debtor, the
depositary bank and the Secured Party have entered into a cash collateral agreement specially negotiated among the Debtor, the depositary
bank and the Secured Party for the specific purpose set forth therein, (ii) a deposit account for which the Secured Party is the depositary
bank and is in automatic control, and (iii) deposit accounts specially and exclusively used for payroll, payroll taxes and other employee
wage and benefit payments to or for the benefit of the Debtor’s salaried employees, and (iv) deposit accounts that contain no more than
$50,000 in any such deposit account at any time and no more than $250,000 in the aggregate in all such deposit accounts under this
clause (iv).
4.3 Investment Property . If the Debtor shall at any time hold or acquire any certificated securities, to the extent that the aggregate
amount of such certificated securities 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. If any securities in the aggregate amount exceeding $250,000 now or hereafter acquired by the Debtor are uncertificated and are
issued to the Debtor or its nominee directly by the issuer thereof, the Debtor shall immediately notify the Secured Party thereof and, 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 issuer to agree to comply with instructions from the Secured Party as to such securities, without further
consent of the Debtor or such nominee, or (b) arrange for the Secured Party to become the registered owner of the securities. If any
securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Debtor, to the extent that
the aggregate amount of such securities or investment property exceeds $250,000, are held by the Debtor or its nominee through a
securities intermediary or commodity intermediary, the Debtor shall immediately notify the Secured Party thereof and, 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 (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or
other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case
may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity
intermediary, in each case without further consent of the Debtor or such nominee, or (ii) in the case of financial assets or other investment
property held through a securities intermediary, arrange for the Secured Party to become the entitlement holder with respect to such
investment property, with the Debtor being permitted, only with the consent of the Secured Party, to exercise rights to withdraw or
otherwise deal with such investment property. The Secured Party agrees with the Debtor that the Secured Party shall not give any such
entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not
withhold its consent to the exercise of any withdrawal or
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