Common use of Authority to Administer Collateral Clause in Contracts

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full): (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each The Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such the Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Lien Grantor’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s the Collateral (to the extent necessary to pay the Secured Obligations in full): (a) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably Without derogation of the Collateral Agent’s duties under this Section, as further security for the Secured Obligations, the Borrower hereby appoints the Collateral Agent as its true and lawful attorney, with full power of substitution, in the name of such Lien Grantorthe Borrower, any Secured Party the Collateral Agent or otherwise, for the sole use and benefit of the Secured PartiesCollateral Agent, but at the U.S. Borrowers’ expenseexpense of the Borrower, to the extent permitted by law law, but only while an Event of Default has occurred and is continuing, for the purpose of taking such action and executing agreements, instruments and other documents, in the name of the Borrower, as expressly provided herein and as the Collateral Agent (at the direction of the Lender) or the Lender may deem necessary or advisable to accomplish the purposes hereof, including to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuingtime, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (ai) to demand, xxx sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,; (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (ciii) to sell, lease, license or otherwise dispose Dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided thatthat with respect to Dispositions of any Collateral under this Agreement after the occurrence and during the continuance of an Event of Default, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor Lender and the Borrower at least ten days’ days prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition Disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (ix) contain the information specified in UCC Section 9-613, (iiy) be Authenticated and (iiiz) be sent to the parties Parties required to be notified pursuant to UCC Section 9-611(c); provided that, further that if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC; and provided further that in taking, or refusing to take, any action pursuant to this Section 6(j), the Collateral Agent shall not take any action contrary to any Proper Instruction.

Authority to Administer Collateral. Each Lien Grantor The Company irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantorthe Company, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Company’s expense, to the extent permitted by law to exercise, at any time and from time to time while upon the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and, (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; (e) to collect, have access to and use the Vietnamese Project Books and Records owned by the Company, including, without limitation, to the extent contained in any data processing, electronic or other information systems and to take all other actions as the Collateral Agent deems appropriate to fulfill the Company’s obligations under the Transaction Documents; and provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor Company at least ten fifteen days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. (a) Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (ai) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten fifteen (15) days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (iv) contain the information specified in UCC Section 9-6139‑613, (iivi) be Authenticated and (iiivii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c9‑611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. (b) The foregoing provisions of this Section shall not apply to Real Property Collateral other than Fixtures as to which such provisions shall apply to the extent such Fixtures are governed by Article 9 of the UCC.

Authority to Administer Collateral. Each Lien Grantor QSC irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien GrantorQSC, any Secured Party Parties and Outside Secured Parties, any Outside Secured Parties or otherwise, for the sole use and benefit of the Secured Parties and Outside Secured Parties, but at the U.S. Borrowers’ QSC's expense, to the extent permitted by law (and subject to the limitations set forth in Section 10) to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor QSC at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided further that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each The Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such the Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Lien Grantor's expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s the Collateral (to the extent necessary to pay the Secured Obligations in full): (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Issuer’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor authorizes the Administrative Agent to file UCC financing statements against it describing the Collateral as "all personal property". Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ ' expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. BorrowersIssuers’ expense, to the extent permitted by law law, to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to obtain and adjust insurance required to be maintained by such Grantor pursuant to the Indenture, if any, (c) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (cd) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (de) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower's expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to obtain and adjust insurance required to be maintained by such Grantor pursuant to the Credit Agreement; (c) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (cd) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (de) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to obtain and adjust insurance required to be maintained by such Grantor pursuant to the Credit Agreement; (c) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (cd) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (de) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to obtain and adjust insurance required to be maintained by such Grantor pursuant to the Credit Agreement, (c) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (cd) to sell, lease, license or otherwise dispose Dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (de) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ NNI's expense, to the extent permitted by law to exercise, at any time and from time to time while (x) an Event of Default with respect to Illiquid Collateral and (y) a Specified Event of Default with respect to Liquid Collateral shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all axx monies due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Company's expense, to the extent permitted by law to exercise, at any time and from time to time time, in each case, while 12 Table of Contents an Event of Actionable Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral ('s Collateral, subject to the extent necessary to pay the Secured Obligations in full):Intercreditor Agreement: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, , (b) to b)to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, , (c) to c)to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and and (d) to d)to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent or its designee will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. (a) Each Lien Grantor irrevocably appoints the Collateral Agent Trustee its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Company’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (ai) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent Trustee were the absolute owner thereof, and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent Trustee will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent Trustee fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. (b) The foregoing provisions of this Section shall not apply to Real Property Collateral other than Fixtures as to which such provisions shall apply to the extent such Fixtures are governed by Article 9 of the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Company's expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided PROVIDED that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided PROVIDED that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have notified the Lien Grantor of its intent to enforce its security interest in such Lien Grantor’s Collateral, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney-in-fact, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Administrative Agent for the benefit of the Secured Parties, but at the U.S. Co-Borrowers’ expense, to the extent permitted by law applicable Law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten (10) days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. By its acceptance of the benefits of this Agreement, each Cash Management Bank and each Hedge Bank shall be deemed to consent and agree to the foregoing.

Authority to Administer Collateral. Each Lien Grantor The Borrower irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party the Borrower or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while following the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and, (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; , provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ Borrower prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612required hereunder. Such Any such notice shall (i) contain the information specified in UCC Section 9-6139‑613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c9‑611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. (a) Each Lien Grantor irrevocably appoints the Collateral Agent as its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (ai) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were had an interest therein identical to that of the absolute owner thereofapplicable Grantor, and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (ix) contain the information specified in UCC Section 9-613, (iiy) be Authenticated and (iiiz) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided provided, further, that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. (b) Notwithstanding anything to the contrary herein, the foregoing provisions of this Section shall not apply to Real Property Collateral; provided that the foregoing provisions of this Section 19 shall apply to Fixtures to the extent such Fixtures are governed by Article 9 of the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower's expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx forsue xxx, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that such notice shall be considered to have been “sent constitutes "reasonable notification" within a reasonable time” pursuant to the meaning of Current UCC Section 9-612504(3). Such If any such notice is given after the UCC Revision Date, it shall (i) contain the information specified in Revised UCC Section 9-613, (ii) be Authenticated and (iii) iii be sent to the parties required to be notified pursuant to Revised UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower's expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Administrative Agent and each Lien Grantor agree that such notice shall be considered to have been “sent constitutes "reasonable notification" within a reasonable time” pursuant to the meaning of Current UCC Section 9-612504(3). Such If any such notice is given after the UCC Revision Date, it shall (i) contain the information specified in Revised UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to Revised UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent Secured Party its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured PartiesParty, but at the U.S. Borrowers’ Party A’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent Secured Party were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent Secured Party will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent Secured Party fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor Pledgor irrevocably appoints the Collateral Agent Custodian its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party Pledgor or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers (subject to any limitation on the powers of the Secured Parties set forth elsewhere in this Agreement) with respect to all or any of such Lien GrantorPledgor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,, 36 (NY) 07865/002/RECAPITALIZATION/AIG.Recap.GPA.doc (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent Secured Parties were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent Custodian will give the relevant Lien Grantor Pledgor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails Secured Parties fail to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor Loan Party irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien GrantorLoan Party, any the Administrative Agent (on behalf of the Secured Party Parties) or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower's or applicable Loan Party's expense, to the extent permitted by law Applicable Law, to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers in the Administrative Agent's sole discretion with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Loan Party's Collateral: (a) to demand, xxx sue for, collect, collect or receive and give acquittance for any and all monies due money or property at any tixx payable or receivable on account of or in exchange therefor (but the Administrative Agent shall not be under any obligation to become due upon or by virtue thereof,do so); (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,to any of the Collateral, without thereby incurring responsibility to, or discharging or otherwise attaching any liability of, any Loan Party; (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and; (d) to extend the time of payment, arrange for payment in installments, or modify the terms of any or all thereof and to make any allowance or other adjustment with reference theretothereto without thereby incurring responsibility to, or discharging or otherwise affecting any liability of, any Loan Party; and (e) to execute such other and further mortgages, pledges and assignments of the Collateral, and related instruments or agreements, as the Administrative Agent may reasonably require for the purpose of perfecting, protecting, maintaining or enforcing the Liens granted to the Administrative Agent for the benefit of the Secured Parties; provided that, except the Administrative Agent will not be required to take any steps to preserve any rights against prior parties to the Collateral. If any Loan Party fails to make any payment or take any action required hereunder, the Administrative Agent may make such payments and take all such actions as the Administrative Agent reasonably deems necessary to protect the Administrative Agent's (on behalf of the Secured Parties) Liens on the Collateral and/or the value thereof, and the Administrative Agent is hereby authorized (without limiting the general nature of the authority herein above conferred) to pay, purchase, contest or compromise any Liens that in the case judgment of Collateral that is perishable the Administrative Agent appear to be equal to, prior to or threatens superior to decline speedily the Liens of the Administrative Agent (for the benefit of the Secured Parties) in value or is of a type customarily sold on a recognized market, the Collateral Agent will give and any Liens not expressly permitted by the relevant Lien Grantor at least ten days’ prior written notice provisions of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCCCredit Agreement.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ NNI's expense, to the extent permitted by law to exercise, at any time and from time to time while (x) an Event of Default with respect to Illiquid Collateral and (y) a Specified Event of Default with respect to Liquid Collateral shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all monies mxxxes due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license sell or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; , provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketmarket (as to which only such notice (if any) as is required to be given by mandatory provision fo applicable law shall be given), the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice (or such longer period of notice as is required by mandatory provision of applicable law) of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor Pledgor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien GrantorPledgor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Company’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien GrantorPledgor’s Collateral (Collateral, subject to the extent necessary to pay the Secured Obligations in full):Intercreditor Agreements: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent or its designee will give the relevant Lien Grantor Pledgor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ such Lien Grantor’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s the Collateral (to the extent necessary to pay the Secured Obligations in full): (a) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant applicable Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably Without derogation of the Collateral Agent’s duties under this Section, as further security for the Secured Obligations, the Borrower hereby appoints the Collateral Agent as its true and lawful attorney, with full power of substitution, in the name of such Lien Grantorthe Borrower, any Secured Party the Collateral Agent or otherwise, for the sole use and benefit of the Secured PartiesCollateral Agent, but at the U.S. Borrowers’ expenseexpense of the Borrower, to the extent permitted by law law, but only while an Event of Default has occurred and is continuing, for the purpose of taking such action and executing agreements, instruments and other documents, in the name of the Borrower, as expressly provided herein and as the Collateral Agent (at the direction of the Lender) or the Lender may deem necessary or advisable to accomplish the purposes hereof, including to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuingtime, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (ai) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,; (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (ciii) to sell, lease, license or otherwise dispose Dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor Lender and the Borrower at least ten days’ days prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition Disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (ix) contain the information specified in UCC Section 9-613, (iiy) be Authenticated and (iiiz) be sent to the parties Parties required to be notified pursuant to UCC Section 9-611(c); provided that, further that if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC; and provided further that in taking, or refusing to take, any action pursuant to this Section 6(j), the Collateral Agent shall not take any action contrary to any Proper Instruction.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints (until the Termination Date) the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds Proceeds or avails thereof, as fully and effectually as if the Collateral Agent were had an interest therein identical to that of the absolute owner thereof, applicable Grantor; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten 10 days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (ix) contain the information specified in UCC Section 9-613, (iiy) be Authenticated and (iiiz) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. Notwithstanding anything to the contrary herein, the foregoing provisions of this Section 16 shall apply to Fixtures to the extent such Fixtures are governed by Article 9 of the UCC and to the extent permitted by applicable law and contemplated by the provisions of any applicable Mortgage.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ NNL's expense, to the extent permitted by law to exercise, at any time and from time to time while (x) an Event of Default with respect to Illiquid Collateral and (y) a Specified Event of Default with respect to Liquid Collateral shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all monies due moniex xue or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license sell or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; , provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, market (as to which only such notice (if any) as is required to be given by mandatory provision of applicable law shall be given) the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice (or such longer period of notice as shall be required by mandatory provision of applicable law) of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent For the purposes of holding any security granted by any of the NNL Companies pursuant to the laws of the Republic of Argentina, JPMorgan Chase Bank is hereby appointed by each of the NNL Companies a party hereto and each Lien Grantor agree that accepted by all of the Banks as the holder of an irrevocable power of attorney or for all present and future Banks and JPMorgan Chase Bank hereby accepts such notice appointment. By executing an assignment agreement, any future Bank shall be considered deemed to have been “sent within a reasonable time” pursuant ratify the power of attorney granted to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCCJPMorgan Chase Bank hereunder.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s reasonable expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuingcontinuing and/or an Enforcement Notice is in effect, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. (a) Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Issuer’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (ai) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. (b) The foregoing provisions of this Section shall not apply to Real Property Collateral other than Fixtures as to which such provisions shall apply to the extent such Fixtures are governed by Article 9 of the UCC.

Authority to Administer Collateral. (a) Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (ai) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (iA) contain the information specified in UCC Section 9-613, (iiB) be Authenticated and (iiiC) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. (b) The foregoing provisions of this Section shall not apply to Real Property Collateral other than Fixtures as to which such provisions shall apply to the extent such Fixtures are governed by Article 9 of the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower's expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that such notice shall be considered to have been “sent constitutes "reasonable notification" within a reasonable time” pursuant to the meaning of Current UCC Section 9-612504(3). Such If any such notice is given after the UCC Revision Date, it shall (i) contain the information specified in Revised UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to Revised UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. (a) Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of a Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (ai) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license license, sublicense or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten 15 days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (iv) contain the information specified in UCC Section 9-613, (iivi) be Authenticated and (iiivii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. (b) The foregoing provisions of this Section shall not apply to Real Property Collateral other than Fixtures as to which such provisions shall apply to the extent such Fixtures are governed by Article 9 of the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Administrative Agent for the benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law applicable Law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. By its acceptance of the benefits of this Agreement, each Cash Management Bank and each Hedge Bank shall be deemed to consent and agree to the foregoing.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ such Lien Grantors expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s the Collateral (to the extent necessary to pay the Secured Obligations in full): (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and; (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; and (e) with respect to Equity Interests in LyondellBasell Receivables, to exercise all voting and other rights to which the owner thereof is entitled; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ days prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor The Borrower and each Subsidiary Guarantor and each Trust irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien GrantorSubsidiary Guarantor, any Secured Party Lender or otherwise, for the sole use and benefit of the Secured PartiesLender, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of the Borrower’s, such Lien GrantorSubsidiary Guarantor’s or such Trust’s Collateral (to the extent necessary to pay the Secured Obligations in full): (a) to demand, xxx for, collect, receive and give acquittance acquaintance for any and all monies due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the Borrower or the relevant Lien Grantor Subsidiary Guarantor or Trust at least ten days’ twenty days prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor Subsidiary Guarantor agree that such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor QCII irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien GrantorQCII, any Secured Party Parties or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ QCII's expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license sell or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor QCII at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ NNL’s expense, to the extent permitted by law to exercise, at any time and from time to time while (x) an Event of Default with respect to Illiquid Collateral and (y) a Specified Event of Default with respect to Liquid Collateral shall have occurred and be is continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ NNL’s expense, to the extent permitted by law to exercise, at any time and from time to time while (x) an Event of Default with respect to Illiquid Collateral and (y) a Specified Event of Default with respect to Liquid Collateral shall have occurred and be is continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; , provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” comply with the provisions of the PPSA. For the purposes of holding any security granted by any Lien Grantors pursuant to UCC the laws of the Province of Quebec, each Secured Party hereby irrevocably appoints and authorizes JPMorgan Chase Bank, N.A. to act as the person holding the power of attorney (in such capacity, the “fondé de pouvoir”) of such Secured Parties and as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to take and to hold on their behalf, and for their benefit, each hypothec granted by the Lien Grantors under the Civil Code of Quebec (a “Hypothec”), and to exercise such powers and duties which are conferred upon the fondé de pouvoir under each Hypothec. Moreover, without prejudice to such appointment and authorization to act as the Person holding the power of attorney as aforesaid, each Secured Party hereby irrevocably appoints and authorizes JPMorgan Chase Bank, N.A., as Collateral Agent (in such capacity, the “Custodian”) to act as agent and custodian for and on behalf of such Secured Parties to hold and to be the sole registered holder of any debenture or bond which may be issued under any Hypothec, the whole notwithstanding Section 9-61232 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable Law. Such notice shall In this respect, (i) contain records shall be kept indicating the information specified in UCC Section 9-613names and addresses of, and the pro rata portion of the obligations and indebtedness secured by any pledge of any such debenture or bond and owing to, each Secured Party, and (ii) each Secured Party will be Authenticated and (iii) be sent entitled to the parties required benefits of any Collateral covered by any Hypothec and will participate in the proceeds of realization of any such Collateral, the whole in accordance with the terms hereof. Each of the fondé de pouvoir and the Custodian shall (a) exercise, in accordance with the terms hereof, all rights and remedies given to the fondé de pouvoir and the Custodian (as applicable) with respect to the Collateral under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise, (b) benefit from and be notified pursuant subject to UCC Section 9-611(c); provided that, if all provisions hereof with respect to the Collateral Agent fails to comply mutatis mutandis, including, without limitation, all such provisions with this sentence in any respect, its liability for such failure shall be limited respect to the liability or responsibility to and indemnification by the Secured Parties, and (if anyc) imposed be entitled to delegate from time to time any of its powers or duties under any Hypothec, any debenture or bond or pledge thereof relating to any Hypothec, applicable laws or otherwise and on such terms and conditions as it may determine from time to time. Any Person who becomes a Secured Party shall be deemed to have consented to and confirmed: (i) the fondé de pouvoir as a matter the Person holding the power of law under attorney as aforesaid, and to have ratified, as of the UCCdate it acquired its Secured Obligations, all actions taken by the fondé de pouvoir as the Person holding the power of attorney as aforesaid; and (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as the date it acquired its Secured Obligations, all actions taken by the Custodian in such capacity. JPMorgan Chase Bank, N.A. accepts the foregoing appointments as fondé de pouvoir and Custodian and agrees to act in such capacities. The execution by the fondé de pouvoir, as the person holding the power of attorney, prior to the Canadian Security Agreement, of any deed of hypothec or other security document is hereby ratified and confirmed.

Authority to Administer Collateral. Each Lien Grantor (a) The Limited Recourse Pledgor and the Borrower irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantorthe Limited Recourse Pledgor or the Borrower, any Secured Party or otherwiseas applicable, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law Requirements of Law (and subject to the Regulatory Transfer Restrictions) to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (ai) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; . provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor Limited Recourse Pledgor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent Representative its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Company's expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all monies moxxxs due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent Representative were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent Representative will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent Representative fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower's expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ NNL's expense, to the extent permitted by law to exercise, at any time and from time to time while (x) an Event of Default with respect to Illiquid Collateral and (y) a Specified Event of Default with respect to Liquid Collateral shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all monies due xxe or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license sell or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; , provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, market (as to which only such notice (if any) as is required to be given by mandatory provision of applicable law shall be given) the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice (or such longer period of notice as shall be required by mandatory provision of applicable law) of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent For the purposes of holding any security granted by any of the NNL Companies pursuant to the laws of the Republic of Argentina, JPMorgan Chase Bank is hereby appointed by each of the NNL Companies a party hereto and each Lien Grantor agree that accepted by all of the Banks as the holder of an irrevocable power of attorney or for all present and future Banks and JPMorgan Chase Bank hereby accepts such notice appointment. By executing an assignment agreement, any future Bank shall be considered deemed to have been “sent within a reasonable time” pursuant ratify the power of attorney granted to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCCJPMorgan Chase Bank hereunder.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to obtain and adjust insurance required to be maintained by such Grantor pursuant to the Credit Agreement, (c) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (cd) to sell, lease, license or otherwise dispose Dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Administrative Agent were the absolute owner thereof, and (de) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Administrative Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor Company irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien GrantorCompany, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. BorrowersCompanies’ expense, to the extent permitted by law to exercise, at any time and from time to time while an Override Termination Event of Default shall have occurred and be continuing, with respect to the Collateral, all or any of the following powers with respect to all or any of such Lien GrantorCompany’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and, (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; and (e) to exercise all rights of the Companies, solely as the owner of the mortgage servicing rights or rights to receive any payments related to such mortgage servicing rights, under any Mortgage Servicing Agreement and any Sub-servicing Agreement; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor Company at least ten days’ one Business Day’s prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. BorrowersIssuers’ expense, to the extent permitted by law and subject to the terms of the Intercreditor Agreements, to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to obtain and adjust insurance required to be maintained by such Grantor pursuant to the Indenture, if any, (c) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (cd) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (de) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ NNL's expense, to the extent permitted by law to exercise, at any time and from time to time while (x) an Event of Default with respect to Illiquid Collateral and (y) a Specified Event of Default with respect to Liquid Collateral shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; , provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” comply with the provisions of the PPSA. For the purposes of holding any security granted by any of the NNL Companies pursuant to UCC Section 9-612the laws of the Province of Quebec, JPMorgan Chase Bank is hereby appointed by each of the NNL Companies a party hereto and accepted by all of the Lenders as the holder of an irrevocable power of attorney or fonde de pouvoir (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Lenders and JPMorgan Chase Bank hereby accepts such appointment. Such notice shall (i) contain the information specified in UCC Section 9-613By executing an assignment agreement, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure future Lender shall be limited deemed to ratify the liability (if any) imposed on it as a matter power of law under the UCCattorney granted to JPMorgan Chase Bank hereunder.

Authority to Administer Collateral. Each Lien Grantor Subject to the terms of the Intercreditor Agreement, each Debtor irrevocably appoints the Collateral Agent Trustee its true and lawful attorney, attorney with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwiseDebtor, for the sole use and benefit of the Secured Parties, but at the U.S. BorrowersDebtors’ expense, to the extent permitted by law law, to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, subject to the provisions set forth in the Intercreditor Agreement, all or any of the following powers with respect to all or any of such Lien GrantorDebtor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails Proceeds thereof, as fully and effectually as if the Collateral Agent Trustee were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent Trustee will give the relevant Lien Grantor at least Debtor ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent , and each Lien Grantor agree such Debtor hereby agrees that such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCCdeemed reasonable.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ ' expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all anx xll monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. (a) Each Lien Grantor irrevocably appoints the Collateral Agent as its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (ai) to demand, xxx sxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (bii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (ciii) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were had an interest therein identical to that of the absolute owner thereofapplicable Grantor, and (div) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (ix) contain the information specified in UCC Section 9-613, (iiy) be Authenticated and (iiiz) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided provided, further, that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. (b) Notwithstanding anything to the contrary herein, the foregoing provisions of this Section shall apply to Real Property Collateral only to the extent permitted by applicable law and contemplated by the provisions of any applicable Mortgage; provided that the foregoing provisions of this Section 17 shall also apply to Fixtures to the extent such Fixtures are governed by Article 9 of the UCC.

Authority to Administer Collateral. Each The Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such the Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Lien Grantor’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s the Collateral (to the extent necessary to pay the Secured Obligations in full): (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten fifteen days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c)PPSA; provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCCPPSA.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ NNI's expense, to the extent permitted by law to exercise, at any time and from time to time while (x) an Event of Default with respect to Illiquid Collateral and (y) a Specified Event of Default with respect to Liquid Collateral shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):'s Collateral: (a) to demand, xxx sue for, collect, receive and give acquittance for any and all monies xxxies due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license sell or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; , provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketmarket (as to which only such notice (if any) as is required to be given by mandatory provision fo applicable law shall be given), the Collateral Agent will give the relevant Lien Grantor at least ten days’ ' prior written notice (or such longer period of notice as is required by mandatory provision of applicable law) of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor The Borrower irrevocably appoints the Collateral Agent Lender its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party the Borrower or otherwise, for the sole use and benefit of the Secured PartiesLender, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while following the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent Lender were the absolute owner thereof, and, (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; , provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent Lender will give the relevant Lien Grantor at least ten days’ Borrower prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor made (which the parties agree may be less than ten (10) days prior thereto); provided that, if no notice of such action is required under the UCC, then the Borrower agrees that no such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612required hereunder. Such Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien The Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien the Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the U.S. Borrowers’ Grantor’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full):Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketvalue, the Collateral Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that Any such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

Authority to Administer Collateral. Each Lien Grantor irrevocably appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party Lender or otherwise, for the sole use and benefit of the Secured PartiesLender, but at the U.S. Borrowers’ Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event if the Loans have been accelerated pursuant to Section 8 of Default shall have occurred and be continuingthe Senior Credit Agreement, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral (to the extent necessary to pay the Secured Obligations in full): (a) to demand, xxx for, collect, receive and give acquittance acquaintance for any and all monies due or to become due upon or by virtue thereof,; (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,; (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, ; and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Lien Grantor at least ten twenty days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. The Collateral Agent and each Lien Grantor agree that such notice shall be considered to have been “sent within a reasonable time” pursuant to UCC Section 9-612. Such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.