Common use of Authority to Administer Collateral Clause in Contracts

Authority to Administer Collateral. The Pledgor appoints the Lender its true and lawful attorney, with full power of substitution, for the purpose, following the occurrence and during the continuance of any Event of Default, of carrying out the provisions of this Agreement and for taking any action and executing any instrument that the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Lender shall have the right, upon the occurrence of an Event of Default that is continuing, with full power of substitution either in the Lender’s name or in the name of the Pledgor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any of the Collateral, (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Lender were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Lender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Lender shall be accountable only for amounts actually received as a result of the exercise of the powers granted to it herein, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith; provided that, except in the case of Collateral that threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Lender will give the Pledgor at least 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. Any such notice shall (x) contain the information specified in UCC Section 9-613, (y) be Authenticated and (z) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the 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. The Pledgor Each Lien Grantor irrevocably appoints the Lender 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 purpose, following the occurrence sole use and during the continuance of any Event of Default, of carrying out the provisions of this Agreement and for taking any action and executing any instrument that the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality benefit of the foregoingSecured Parties, but at NNL’s expense, to the Lender shall have the rightextent permitted by law to exercise, upon the occurrence of at any time and from time to time while (x) an Event of Default that with respect to Illiquid Collateral and (y) a Specified Event of Default with respect to Liquid Collateral shall have occurred and is continuing, with full power of substitution either in the Lender’s name or in the name of the Pledgor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) following powers with respect to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral such Lien Grantor’s Collateral: (a) to demand, sxx for, collect, receive and give acquittance for any and all monies due or to enforce any rights in respect of any of the Collateral, become due upon or by virtue thereof, (db) to settle, compromise, compound, adjust prosecute or defend any actionsaction or proceeding with respect thereto, (c) to sell, suits lease, license or proceedings relating to all or any otherwise dispose of the Collateral and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to same or otherwise deal with all the proceeds or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its termsavails thereof, as fully and completely effectually as though if the Lender Collateral Agent were the absolute owner thereof, and (d) to extend the time of the Collateral for payment of any or all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender thereof and to make any commitment allowance or to make any inquiry as to the nature or sufficiency of any payment received by the Lenderother adjustment with reference thereto, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Lender shall be accountable only for amounts actually received as a result of the exercise of the powers granted to it herein, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith; 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 Lender Collateral Agent will give the Pledgor relevant Lien Grantor at least 10 days 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. Any such notice shall comply with the provisions of the PPSA. For the purposes of holding any security granted by any Lien Grantors pursuant to 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 (xin such capacity, the “fondé de pouvoir”) contain of such Secured Parties and as contemplated under Article 2692 of the information specified 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 UCC 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 9-61332 of the Act Respecting the Special Powers of Legal Persons (Quebec) or any other applicable Law. In this respect, (yi) records shall be Authenticated kept indicating the names 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 (zii) each Secured Party will 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 thatall provisions hereof with respect to the Collateral Agent mutatis mutandis, if the Lender fails to comply 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. The Pledgor Each Loan Party irrevocably appoints the Lender Administrative Agent its true and lawful attorney, with full power of substitution, in the name of such Loan Party, the Administrative Agent (on behalf of the Secured Parties) or otherwise, for the purpose, following the occurrence sole use and during the continuance of any Event of Default, of carrying out the provisions of this Agreement and for taking any action and executing any instrument that the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality benefit of the foregoingSecured Parties, but at the Lender shall have Borrower's or applicable Loan Party's expense, to the rightextent permitted by Applicable Law, upon the occurrence of to exercise, at any time and from time to time while an Event of Default that is shall have occurred and be continuing, with full power of substitution either in the Lender’s name or in the name of the Pledgor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) following powers in the Administrative Agent's sole discretion with respect to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of such Loan Party's Collateral: (a) to demand, sue for, collect or receive any money or property at any tixx payable or receivable on account of or in exchange therefor (but the Collateral or Administrative Agent shall not be under any obligation to enforce any rights in respect of any of the Collateral, do so); (db) to settle, compromise, compound, adjust prosecute or defend any actions, suits action or proceedings relating to all or any of the Collateral and (e) to use, sell, assign, transfer, pledge, make any agreement proceeding with respect to or otherwise deal with all or any of the Collateral, and without thereby incurring responsibility to, or discharging or otherwise attaching any liability of, any Loan Party; (c) to do all other acts and things necessary to carry out sell, lease, license or otherwise dispose of the purposes of this Agreement in accordance with its termssame or the proceeds or avails thereof, as fully and completely effectually as though if the Lender Administrative Agent were the absolute owner thereof; (d) to extend the time of payment, arrange for payment in installments, or modify the Collateral for terms of any or all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender thereof and to make any commitment allowance or other adjustment with reference thereto without thereby incurring responsibility to, or discharging or otherwise affecting any liability of, any Loan Party; and (e) to make any inquiry 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 nature or sufficiency of any payment received by Administrative Agent for the Lender, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Lender shall be accountable only for amounts actually received as a result benefit of the exercise of the powers granted to it herein, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faithSecured 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 of Collateral that threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Lender will give the Pledgor at least 10 days prior written notice judgment of the time and place of any public sale thereof Administrative Agent appear to be equal to, prior to or the time after which any private sale or other intended disposition thereof will be made. Any such notice shall (x) contain the information specified in UCC Section 9-613, (y) be Authenticated and (z) be sent superior to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if Liens of the Lender fails to comply with this sentence Administrative Agent (for the benefit of the Secured Parties) in the Collateral and any respect, its liability for such failure shall be limited to Liens not expressly permitted by the liability (if any) imposed on it as a matter provisions of law under the UCCCredit Agreement.

Authority to Administer Collateral. The Pledgor Each Lien Grantor irrevocably appoints the Lender 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 purpose, following the occurrence sole use and during the continuance of any Event of Default, of carrying out the provisions of this Agreement and for taking any action and executing any instrument that the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality benefit of the foregoingSecured Parties, but at NNL's expense, to the Lender shall have the rightextent permitted by law to exercise, upon the occurrence of at any time and from time to time while (x) an Event of Default that is with respect to Illiquid Collateral and (y) a Specified Event of Default with respect to Liquid Collateral shall have occurred and be continuing, with full power of substitution either in the Lender’s name or in the name of the Pledgor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) following powers with respect to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral such Lien Grantor's Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to enforce any rights in respect of any of the Collateral, become due upon or by virtue thereof, (db) to settle, compromise, compound, adjust prosecute or defend any actionsaction or proceeding with respect thereto, (c) to sell, suits lease, license or proceedings relating to all or any otherwise dispose of the Collateral and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to same or otherwise deal with all the proceeds or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its termsavails thereof, as fully and completely effectually as though if the Lender Collateral Agent were the absolute owner thereof, and (d) to extend the time of the Collateral for payment of any or all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Lender thereof and to make any commitment allowance or to make any inquiry as to the nature or sufficiency of any payment received by the Lenderother adjustment with reference thereto, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Lender shall be accountable only for amounts actually received as a result of the exercise of the powers granted to it herein, and neither it nor any of its officers, directors, employees or agents shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith; 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 Lender Collateral Agent will give the Pledgor relevant Lien Grantor at least 10 days 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. Any such notice shall (x) contain comply with the information specified in UCC Section 9-613, (y) be Authenticated and (z) be sent provisions of the PPSA. For the purposes of holding any security granted by any of the NNL Companies pursuant to the parties required to be notified pursuant to UCC Section 9-611(c); provided thatlaws of the Province of Quebec, if 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. By executing an assignment agreement, any future Lender fails to comply with this sentence in any respect, its liability for such failure 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.