Common use of Appointment and Powers of Agent Clause in Contracts

Appointment and Powers of Agent. Each Bank hereby irrevocably designates and appoints Agent as its agent hereunder and hereby authorizes Agent to execute and deliver or accept, on behalf of each of the Banks, the Loan Documents and any other documents, instruments, and agreements related thereto or hereto and to take such action on its behalf and to exercise such rights, remedies, powers, and privileges hereunder as are specifically authorized to be exercised by Agent by the terms hereof, together with such rights, remedies, powers, and privileges as are reasonably incidental thereto. Agent may execute any of its respective duties as agent hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reasonable reliance upon the advice of such counsel concerning all matters pertaining to the agencies hereby created and its duties hereunder, and Agent shall not be liable for any action taken or omitted to be taken in accordance with the advice of counsel selected by it. Except as required by the specific terms of this Agreement, Agent shall have no duty to exercise any right, power, remedy, or privilege granted to it hereby, or to ascertain whether any Event of Default or Unmatured Event of Default has occurred and is continuing or otherwise to inquire into the performance or observance on the part of Borrower of any term, covenant, condition, or agreement on its part to be performed or observed, or to take any affirmative action hereunder, unless requested or directed to do so by the Majority Banks or all Banks, as provided herein, and shall not, without the requisite prior approval as provided in Section 11.1 hereof, consent to any departure by Borrower from the terms hereof, waive any default on the part of Borrower hereunder or amend, modify, supplement, or terminate, or agree to any surrender of, this Agreement, the Notes, or the Loan Documents. Agent has and shall have the same rights and powers under this Agreement, the Notes, and the Loan Documents with respect to its pro rata share of the Revolving Credit Facility Commitment, Loans, and Letters of

Appointment and Powers of Agent. Each Bank of the Subsidiaries ------------------------------- hereby irrevocably designates constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its agent hereunder true and hereby authorizes Agent to execute lawful attorneys-in-fact with full irrevocable power and deliver or accept, on behalf of each of authority in the Banks, the Loan Documents place and any other documents, instruments, and agreements related thereto or hereto and to take such action on its behalf and to exercise such rights, remedies, powers, and privileges hereunder as are specifically authorized to be exercised by Agent by the terms hereof, together with such rights, remedies, powers, and privileges as are reasonably incidental thereto. Agent may execute any of its respective duties as agent hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reasonable reliance upon the advice stead of such counsel concerning all matters pertaining to Subsidiary or in the agencies hereby created and its duties hereunderAgent's own name, and Agent shall not be liable for any action taken or omitted to be taken in accordance with the advice purpose of counsel selected by it. Except as required by carrying out the specific terms of this Agreement, Agent shall have no duty to exercise any right, power, remedy, or privilege granted to it hereby, or to ascertain whether any Event of Default or Unmatured Event of Default has occurred and is continuing or otherwise to inquire into the performance or observance on the part of Borrower of any term, covenant, condition, or agreement on its part to be performed or observed, or to take any affirmative and all appropriate action hereunderand to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, unless requested without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Subsidiary, without notice to or directed assent by such Subsidiary, to do so by the Majority Banks following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of The Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all Banks, as provided hereinpurposes, and shall notto do at such Subsidiary's expense, without the requisite prior approval as provided in Section 11.1 hereof, consent to at any departure by Borrower from the terms hereof, waive any default on the part of Borrower hereunder or amend, modify, supplementtime, or terminatefrom time to time, all acts and things which the Agent deems necessary to protect, preserve or agree realize upon the Collateral and the Agent's security interest therein, in order to any surrender of, effect the intent of this Agreement, all as fully and effectively as such Subsidiary might do, including, without limitation, (i) the Notes, filing and prosecuting of registration and transfer applications with the appropriate federal or the Loan Documents. Agent has and shall have the same rights and powers under this Agreement, the Notes, and the Loan Documents local agencies or authorities with respect to its pro rata share trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to such Subsidiary, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the Revolving Credit Facility Commitmentissuer of any such securities and (iii) the execution, Loansdelivery and recording, and Letters ofin connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and

Appointment and Powers of Agent. Each Bank The Borrower hereby ------------------------------- irrevocably designates constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its agent hereunder true and hereby authorizes Agent to execute lawful attorneys- in-fact with full irrevocable power and deliver or accept, on behalf of each authority in the place and stead of the BanksBorrower or in the Agent's own name, for the Loan Documents and any other documents, instruments, and agreements related thereto or hereto and to take such action on its behalf and to exercise such rights, remedies, powers, and privileges hereunder as are specifically authorized to be exercised by Agent by purpose of carrying out the terms hereof, together with such rights, remedies, powers, and privileges as are reasonably incidental thereto. Agent may execute any of its respective duties as agent hereunder by or through agents or employees and shall be entitled to retain counsel and to act in reasonable reliance upon the advice of such counsel concerning all matters pertaining to the agencies hereby created and its duties hereunder, and Agent shall not be liable for any action taken or omitted to be taken in accordance with the advice of counsel selected by it. Except as required by the specific terms of this Agreement, Agent shall have no duty to exercise any right, power, remedy, or privilege granted to it hereby, or to ascertain whether any Event of Default or Unmatured Event of Default has occurred and is continuing or otherwise to inquire into the performance or observance on the part of Borrower of any term, covenant, condition, or agreement on its part to be performed or observed, or to take any affirmative and all appropriate action hereunderand to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, unless requested without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Borrower, without notice to or directed assent by the Borrower, to do so by the Majority Banks following: (a) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of The Commonwealth of Massachusetts and as fully and completely as though the Agent were the absolute owner thereof for all Banks, as provided hereinpurposes, and shall notto do at the Borrower' expense, without the requisite prior approval as provided in Section 11.1 hereof, consent to at any departure by Borrower from the terms hereof, waive any default on the part of Borrower hereunder or amend, modify, supplementtime, or terminatefrom time to time, all acts and things which the Agent deems necessary to protect, preserve or agree realize upon the Collateral and the Agent's security interest therein, in order to any surrender of, effect the intent of this Agreement, all as fully and effectively as the NotesBorrower might do, including, without limitation, (i) the filing and prosecuting of registration and transfer applications with the appropriate federal or the Loan Documents. Agent has and shall have the same rights and powers under this Agreement, the Notes, and the Loan Documents local agencies or authorities with respect to its pro rata share trademarks, copyrights and patentable inventions and processes, (ii) upon written notice to the Borrower, the exercise of voting rights with respect to voting securities, which rights may be exercised, if the Agent so elects, with a view to causing the liquidation in a commercially reasonable manner of assets of the Revolving Credit Facility Commitmentissuer of any such securities and (iii) the execution, Loansdelivery and recording, and Letters ofin connection with any sale or other disposition of any Collateral, of the endorsements, assignments or other instruments of conveyance or transfer with respect to such Collateral; and

Appointment and Powers of Agent. Each Bank The Secured Parties hereby irrevocably designates and appoints appoint the Agent as its their agent hereunder hereunder, and hereby authorizes authorize the Agent to execute and deliver or accept, on behalf of each of the Banks, the Loan Documents and any other documents, instruments, and agreements related thereto or hereto and to take such action on its their behalf and to exercise such rights, remedies, powers, powers and privileges hereunder as are specifically authorized to be exercised by the Agent by the terms hereof, together with such rights, remedies, powers, powers and privileges as are reasonably incidental thereto. NFC has appointed the Agent its "Beneficiary" under and for the purposes of the Master Collateral Agency Agreement. The parties hereto agree that the Agent shall not be required to exercise any discretion or take any action or refrain from taking any action in its capacity as Beneficiary for the Secured Parties and NFC, but shall only be required to act or refrain from acting in such capacity (and shall be fully protected in so acting or refraining from acting) upon the instruction of the Required Liquidity Providers or NFC, as the case may be, as provided herein. The Agent may execute any of its respective duties as agent hereunder by or through agents or employees and shall be entitled to retain counsel experts and to act in reasonable reliance upon the advice of such counsel experts concerning all matters pertaining to the agencies hereby created and its duties hereunder, and Agent shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of counsel such experts selected by it. The relationship between the Agent, and each of the Secured Parties is that of agent and principal only, and nothing herein shall be deemed to constitute the Agent a trustee for any of the Secured Parties or impose on the Agent any obligations other than those for which express provision is made herein. If the Agent receives unclear or conflicting instructions, it shall be entitled to refrain from taking action until clear or non-conflicting instructions are received, but shall inform the instructing party or parties promptly of its decision to refrain from taking such action. Except as required by the specific terms of this Collateral Agreement, the Agent shall have no duty to exercise any rightrights, power, remedy, remedy or privilege granted to it hereby, or to ascertain whether any Event of Default or Unmatured Event of Default has occurred and is continuing or otherwise to inquire into the performance or observance on the part of Borrower of any term, covenant, condition, or agreement on its part to be performed or observed, or to take any affirmative action hereunderhereunder or thereunder, unless requested or directed to do so by the Majority Banks Required Liquidity Providers (and shall be fully protected in acting or all Banks, as provided hereinrefraining from acting pursuant to such directions which shall be binding on the Secured Parties), and shall not, without the requisite prior approval as provided in Section 11.1 hereof, consent to any departure by Borrower from of the terms hereofRequired Liquidity Providers, waive any default on the part of Borrower hereunder NFC, National or the Manufacturers with respect to the Assigned Collateral or amend, modify, supplement, supplement or terminate, or agree to any surrender of, this Collateral Agreement or the Assigned Collateral. Notwithstanding anything herein to the contrary, the Agent shall not be required to take any action which the Agent has reasonably determined that a reasonable likelihood exists that such action will expose the Agent to personal or financial liability, unless indemnified to its satisfaction, or which is contrary to this Collateral Agreement, or any other agreement or instrument relating to the Assigned Collateral or applicable law. None of the Secured Parties nor any of its or their respective directors, officers, employees or agents, shall be liable to any Secured Party or any other Person for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except for its or their own gross negligence or willful misconduct; nor (except for its own due execution and delivery thereof) shall the Agent be responsible to any Secured Party for the validity, effectiveness, value, sufficiency or enforceability against National or NFC of this Collateral Agreement or any other document furnished pursuant hereto or in connection herewith (including the Master Collateral Agency Agreement), or of the Assigned Collateral (or any part thereof), the Eligible Investments (or any part thereof) or the Deposited Funds (or any part thereof). Without limiting the generality of the foregoing, the Agent: (i) makes no warranty or representation to any Secured Party and shall not be responsible to any Secured Party for any statements, warranties or representations made by any other Person in or in connection with this Collateral Agreement, the NotesLoan Agreement, the Repurchase Programs, the Liquidity Agreement, the Master Collateral Agency Agreement, the A Support Reimbursement Agreement, the B Support Letter of Credit Reimbursement Agreement or any other document relating to the Assigned Collateral; and (ii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Collateral Agreement, the A Support Reimbursement Agreement, the B Support Letter of Credit Reimbursement Agreement, the Loan Agreement, the Repurchase Programs, the Liquidity Agreement, the Master Collateral Agency Agreement or any other agreements or instruments relating to the Assigned Collateral on the part of any party hereto or thereto or to inspect any books and records relating to the Assigned Collateral other than as it determines necessary in the fulfillment of its own obligations hereunder. The Agent shall be entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been given, signed or sent by the proper Person or Persons. The Agent shall be entitled to assume that no Amortization Event or Loan Event of Default shall have occurred and be continuing and that the Accounts, and any funds on deposit in or to the credit of such Accounts, are not subject to any writ, order, judgment, warrant of attachment, execution or similar process (collectively a "writ"), unless (i) in the case of any writ, an officer in the asset finance department of the Agent has actual knowledge thereof or (ii) the Agent has received written notice from the Liquidity Agent or National under the Loan Agreement or any of the B Support Credit Enhancers that the Majority Banks or the B Support Credit Enhancers, as the case may be, consider that such an Amortization Event or Loan DocumentsEvent of Default has occurred or such writ has been issued and continues to be in effect, which notice specifies the nature thereof. The Agent has may accept deposits from, lend money to and generally engage in any kind of business with NFC, any Manufacturer, National and their respective affiliates as if it were not the agent of the Liquidity Lenders, the Support Credit Enhancers and the Holders of Commercial Paper Notes. The Agent shall have the same rights and powers right to refrain from taking any action under this Agreement, Article VI hereof unless it has received written directions from the Notes, and the Loan Documents with respect appropriate parties to its pro rata share of the Revolving Credit Facility Commitment, Loans, and Letters oftake such action.