Nautilus 2009 Annual Report Download - page 330

dealing rights by the Debtor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and
withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any
financial assets credited to a securities account for which the Secured Party is the securities intermediary.
4.4 Collateral in the Possession of a Bailee . If any Collateral is at any time in the possession of a bailee, the Debtor shall promptly
notify the Secured Party thereof and, at the Secured Party’
s request and option, shall promptly obtain an acknowledgement from the bailee,
in form and substance satisfactory to the Secured Party in its Permitted Discretion, that the bailee holds such Collateral for the benefit of
the Secured Party, and that such bailee agrees to comply, without further consent of the Debtor, with instructions from the Secured Party as
to such Collateral, provided that if no Default or Event of Default has occurred and is continuing, the Debtor does not need to comply with
the provisions of this Section so long as the Collateral is not in possession of any such bailee for a period longer than 30 days and no more
than $250,000 of Collateral is in possession of any such bailee (or $1,000,000 in possession of all bailees) at any time. The Secured Party
agrees with the Debtor that the Secured Party shall not give any such instructions unless an Event of Default has occurred and is continuing
or would occur after taking into account any action by the Debtor with respect to the bailee.
4.5 Letter-of-Credit Rights . If the Debtor is at any time a beneficiary under a letter of credit, to the extent that the aggregate amount
of any such letters of credit exceeds $250,000, the Debtor shall promptly notify the Secured Party thereof and, at the request and option of
the Secured Party, the Debtor shall, pursuant to an agreement in form and substance satisfactory to the Secured Party in its Permitted
Discretion, either (a) arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment
to the Secured Party of the proceeds of the letter of credit, or (b) arrange for the Secured Party to become the transferee beneficiary of the
letter of credit.
4.6 Commercial Tort Claims . If the Debtor shall at any time hold or acquire a commercial tort claim, to the extent that the aggregate
amount of any such commercial tort claims exceeds $250,000, the Debtor shall immediately notify the Secured Party in a writing signed by
the Debtor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all
upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party.
4.7 Other Actions as to Any and All Collateral .
The Debtor further agrees, at the request and option of the Secured Party, to take any
and all other commercially reasonable actions the Secured Party may determine in its Permitted Discretion to be necessary or useful for the
attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest in any and
all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and
amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Debtor’s signature thereon is required
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