Nautilus 2009 Annual Report Download - page 338

of any description except any demands and notices expressly provided for in this Agreement or the Credit Agreement. With respect to both the
Obligations and the Collateral, the Debtor assents to any extension or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person
primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in
such manner and at such time or times as the Secured Party may deem advisable. The Secured Party shall have no duty as to the collection or
protection of the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any rights pertaining
thereto beyond the safe custody thereof as set forth in Section 11.2. The Debtor further waives any and all other suretyship defenses.
19. Marshalling . The Secured Party shall not be required to marshal any present or future collateral security (including but not
limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other
assurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other
assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it
lawfully may, the Debtor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or
impede the enforcement of the Secured Party’s rights and remedies under this Agreement or under any other instrument creating or evidencing
any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is
otherwise assured, and, to the extent that it lawfully may, the Debtor hereby irrevocably waives the benefits of all such laws.
20. Proceeds of Dispositions; Expenses . The Debtor shall pay to the Secured Party on demand any and all out-of-pocket expenses,
including reasonable attorneys’ fees and disbursements, incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured
Party’
s rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue
of any proceeds of collection or sale or other disposition of the Collateral shall, to the extent actually received in cash, be applied to the payment
of the Obligations in such order or preference as the Secured Party may determine, but in accordance with the terms of the Credit Agreement,
proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the
Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State,
any excess shall be returned to the Debtor. In the absence of final payment and satisfaction in full of all of the Obligations, the Debtor shall
remain liable for any deficiency.
21. Overdue Amounts .
Until paid, all amounts due and payable by the Debtor hereunder shall be a debt secured by the Collateral and
shall bear, whether before or after judgment, interest at the rate of interest for overdue principal set forth in the Credit Agreement.
22. Termination; Release of Collateral
. Upon termination of the Credit Agreement, this Agreement shall automatically terminate and
Secured Party (at Borrower’s expense) shall promptly execute and deliver to Borrower such documents and instruments reasonably requested by
Borrower as shall be necessary to evidence termination of all security
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