Common use of AUTHORIZED AGENTS Clause in Contracts

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None of the Administrative Agent or the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersArranger, the Co-Agents, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers Arranger receive written notice to the contrary. None of the Administrative Agent or the Arrangers Arranger shall have any duty to verify the authenticity of the signature appearing on any written Notice of Committed Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers Arranger shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Arranger or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers Arranger believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each the Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time ----------------- thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agent and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None of the The Administrative Agent or the Arrangers shall not have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders might incur in acting in good faith as provided in this Section 2.7.. -----------

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit the Term Loan and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersArranger, the Co-Agents, and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such the Term Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers Arranger receive written notice to the contrary. None of Neither the Administrative Agent or nor the Arrangers Arranger shall have any duty to verify the authenticity of the signature appearing on any written the Notice of Borrowing or any Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers Arranger shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Arranger or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes Arranger believe to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each the Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.72.4; provided, however, that Borrower shall not indemnify the applicable party for acts resulting from its own gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, each Documentation Agent, the Syndication Agent, the Arrangers, the Co-Agents, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None of Neither the Administrative Agent or nor the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes believe to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger the Arrangers and each other Lender from any loss or expense the Administrative Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section 2.72.6; provided, however, that Borrower shall not indemnify the applicable party for acts resulting from its own gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersArranger, the Co-Agents, Agents and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers Arranger receive written notice to the contrary. None of the Administrative Agent or the Arrangers Arranger shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers Arranger shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Arranger or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers Arranger believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each the Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.7.. DB3/376865415.8

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower and RMOP in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersArranger, the Co-Agents, and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers Arranger receive written notice to the contrary. None of the Administrative Agent or the Arrangers Arranger shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers Arranger shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the BorrowerBorrower or RMOP. None of the Administrative Agent, the Arrangers Arranger or the Lenders shall incur any liability to the Borrower or RMOP or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers Arranger believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower and RMOP each hereby indemnifies and holds harmless the Administrative Agent, each Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.72.6; provided, however, that Borrower and RMOP shall not indemnify the applicable party for acts resulting from its own gross negligence or wilful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower Borrowers' Representative shall deliver to the Administrative Agent an Officer’s Certificate Lender a certificate from a Responsible Officer setting forth the names of the employees and agents authorized to request Loans and Letters of Credit for each Borrower and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the any Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, the Lenders and any Issuing Bank Lender shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers Lender receive written notice to the contrary. None of the Administrative Agent or the Arrangers The Lender shall not have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers Lender shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the such Borrower. None of the Administrative Agent, the Arrangers or the Lenders Lender shall not incur any liability to the any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers Lender believes to have been given by a person duly authorized to act on behalf of the such Borrower and the such Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers or the Lenders Lender might incur in acting in good faith as provided in this Section 2.72.2.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersDocumentation Agent, the Co-AgentsSyndication Agent, the Arrangers, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None of the Administrative Agent or the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes believe to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section 2.72.6; provided, however, that Borrower shall not indemnify the applicable party for acts resulting from its own gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafterthere after, the Borrower shall deliver to the Administrative Payment and Disbursement Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized autho rized to request Loans and Letters of Credit and to request a conversion/continuation con tinuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan DocumentsDocu ments. The Administrative Payment and Disbursement Agent, the Arrangers, the Co-Agents, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Payment and Disbursement Agent and the Arrangers receive written notice to the contrary. None of the Administrative Payment and Disbursement Agent or the Arrangers shall have any duty to verify the authenticity authen ticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Payment and Disbursement Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Payment and Disbursement Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Payment and Disbursement Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Payment and Disbursement Agent, each Arranger and each other Lender from any loss or expense the Administrative Payment and Disbursement Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower Borrowers shall deliver to the Administrative Agent an Officer’s Certificate Certificates setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower Borrowers in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Arranger and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers Arranger receive written notice to the contrary. None of the Administrative Agent or the Arrangers Arranger shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers Arranger shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the BorrowerBorrowers. None of the Administrative Agent, the Arrangers Arranger or the Lenders shall incur any liability to the Borrower Borrowers or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers Arranger believes to have been given by a person duly authorized to act on behalf of the Borrower Borrowers and the Borrower Borrowers hereby indemnifies indemnify and holds hold harmless the Administrative Agent, each the Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agents and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive receives written notice to the contrary. None of the The Administrative Agent or the Arrangers shall have any no duty to verify the authenticity of the signature appearing on any written Notice notice of Borrowing borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a any Loan or Letter of Credit or such any conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Co-Agents or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative such Co-Agent or the Arrangers such Lender reasonably believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Co-Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Co-Agents or the Lenders might incur in acting in good faith as provided in this Section 2.7, provided, however, that the Borrower shall not indemnify or hold harmless either Co-Agent or any Lender from any loss or expense incurred as the result of such Co-Agent's or such Lender's gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower Borrowers' Agent shall deliver to the Administrative Agent an Officer’s Certificate a certificate from a Responsible Officer setting forth the names of the employees and agents authorized to request Loans and Letters of Credit for each Borrower and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the any Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, the Lenders and any Issuing Bank Banks shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent Agent, Lenders and the Arrangers Issuing Banks receive written notice to the contrary. None of the Administrative Agent Agent, the Lenders, or the Arrangers Issuing Banks shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the such Borrower. None of the Administrative Agent, the Arrangers any Lender or the Lenders any Issuing Bank shall incur any liability to the any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent Agent, such Lender, or the Arrangers such Issuing Bank believes to have been given by a person duly authorized to act on behalf of the such Borrower and the such Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Lender and each other Lender Issuing Bank from any loss or expense the Administrative Agent, Lenders and/or the Arrangers or the Lenders Issuing Banks might incur in acting in good faith as provided in this Section 2.72.1.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and or Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agent and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive receives written notice to the contrary. None of the The Administrative Agent or the Arrangers shall have any no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing Borrowing, Letter of Credit Request or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or a Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers such Lender reasonably believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders might incur in acting in good faith as provided in this Section 2.7SECTION 2.6, PROVIDED, HOWEVER, that the Borrower shall not indemnify or hold harmless the Administrative Agent or any other Lender from any loss or expense incurred as the result of the Administrative Agent's or such Lender's gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower Borrowers' Representative shall deliver to the Administrative Agent an Officer’s Certificate a certificate from a Responsible Officer setting forth the names of the employees and agents authorized to request Loans and Letters of Credit for each Borrower and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the any Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, the Lenders and any Issuing Bank Banks shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive receives written notice to the contrary. None of the Administrative Agent Agent, the Lenders, or the Arrangers Issuing Banks shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the such Borrower. None of the Administrative Agent, the Arrangers any Lender or the Lenders any Issuing Bank shall incur any liability to the any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent Agent, such Lender, or the Arrangers such Issuing Bank believes to have been given by a person duly authorized to act on behalf of the such Borrower and the such Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Lender and each other Lender Issuing Bank from any loss or expense the Administrative Agent, Lenders and/or the Arrangers or the Lenders Issuing Banks might incur in acting in good faith as provided in this Section 2.72.1.

AUTHORIZED AGENTS. On (a) There shall at all times hereunder be a Paying Agent authorized by the Closing Date Company to pay the principal of and premium, if any, and interest on any Securities and a Security Registrar for the purpose of registration of transfer and exchange of Securities. The Trustee is hereby initially appointed as Paying Agent and Security Registrar hereunder. The Company may appoint one or more Paying Agents. Any Paying Agent (other than one simultaneously serving as the Trustee) from time to time thereafter, the Borrower appointed hereunder shall execute and deliver to the Administrative Trustee an instrument in which such Paying Agent an Officer’s Certificate setting forth shall agree with the names Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of principal of and premium, if any, and interest on Securities in trust for the benefit of the employees and agents authorized Persons entitled thereto until such sums shall be paid to request Loans and Letters such Persons or otherwise disposed of Credit and to request a conversion/continuation as herein provided; (2) give the Trustee within five days thereafter notice of any Loan and containing default by any obligor upon the Securities in the making of any such payment of principal, premium, if any, or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. Notwithstanding any other provision of this Indenture, any payment required to be made to or received or held by the Trustee may, to the extent authorized by written instructions of the Trustee, be made to or received or held by a specimen signature Paying Agent in the Borough of each such employee or agent. Manhattan, The employees and agents so authorized shall also be authorized to act City of New York, for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None account of the Administrative Trustee. (b) In addition, at any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, Agents with respect to an oral request for such a Loan the Securities of one or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers more series which shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes to have been given by a person duly be authorized to act on behalf of the Borrower Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.09, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder (it being understood that wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent). If an appointment of an Authenticating Agent with respect to the Securities of one or more series shall be made pursuant hereto, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. _______________________________________ As Trustee By____________________________________ As Authenticating Agent By____________________________________ Authorized Signatory (c) Any Authorized Agent shall be (i) acceptable to the Company and LP&L, (ii) a bank or trust company, (iii) a corporation organized and doing business under the laws of the United States or of any State, Territory or the District of Columbia, with a combined capital and surplus of at least $50,000,000, and (iv) authorized under such laws to exercise corporate trust powers, subject to supervision or examination by federal or state authorities. If such Authorized Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authorized Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authorized Agent shall cease to be eligible in accordance with the provisions of this Section, such Authorized Agent shall resign immediately in the manner and with the effect specified in this Section. (d) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (e) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, LP&L and the Borrower hereby indemnifies Company. The Company may, and holds harmless at the Administrative Agentrequest of the Trustee or LP&L shall, each Arranger at any time, terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and each to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Lender from any loss or expense Authorized Agent performing the Administrative Agentfunctions of such Authorized Agent shall have been appointed), the Arrangers Company shall promptly appoint one or more qualified successor Authorized Agents approved by the Lenders might incur in acting in good faith Trustee and LP&L to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company shall give written notice of any such appointment to all Holders as provided in their names and addresses appear on the Security Register. In the event that an Authorized Agent shall resign or be removed, or be dissolved, or if the property or affairs of such Authorized Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company shall not have appointed such Authorized Agent's successor or successors, the Trustee shall ipso facto be deemed to be such Authorized Agent for all purposes of this Section 2.7Indenture until the Company appoints a successor or successors to such Authorized Agent.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agent and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive receives written notice to the contrary. None of the The Administrative Agent or the Arrangers shall have any no duty to verify the authenticity of the signature appearing on any written the Notice of Borrowing or any Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a any Loan or Letter of Credit or such any conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers such Lender reasonably believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders might incur in acting in good faith as provided in this Section 2.7, provided however that the Borrower shall not indemnify or hold harmless the Administrative Agent or any other Lender from any loss or expense incurred as the result of the Administrative Agent's or such Lender's gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Payment and Disbursement Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Payment and Disbursement Agent, the Arrangers, the Co-Agents, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Payment and Disbursement Agent and the Arrangers receive written notice to the contrary. None of the Administrative Payment and Disbursement Agent or the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Payment and Disbursement Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Payment and Disbursement Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Payment and Disbursement Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Payment and Disbursement Agent, each Arranger and each other Lender from any loss or expense the Administrative Payment and Disbursement Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower Borrowers shall deliver to the Administrative Agent an Officer’s Certificate 's Certificates setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower Borrowers in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Lead Arrangers and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Lead Arrangers receive written notice to the contrary. None of the Administrative Agent or the Lead Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Lead Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the BorrowerBorrowers. None of the Administrative Agent, the Lead Arrangers or the Lenders shall incur any liability to the Borrower Borrowers or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Lead Arrangers believes believe to have been given by a person duly authorized to act on behalf of the Borrower Borrowers and the Borrower Borrowers hereby indemnifies indemnify and holds hold harmless the Administrative Agent, each Arranger the Lead Arrangers and each other Lender from any loss or expense the Administrative Agent, the Arrangers Lead Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate setting forth the names of the employees and agents authorized to request Loans and or Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agent and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive receives written notice to the contrary. None of the The Administrative Agent or the Arrangers shall have any no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing Borrowing, Letter of Credit Request or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or a Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers such Lender reasonably believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders might incur in acting in good faith as provided in this Section 2.72.6, provided, however, that the Borrower shall not indemnify or hold harmless the Administrative Agent or any other Lender from any loss or expense incurred as the result of the Administrative Agent’s or such Lender’s gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agent and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive receives written notice to the contrary. None of the The Administrative Agent or the Arrangers shall have any no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a any Loan or Letter of Credit or such any conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers such Lender reasonably believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders might incur in acting in good faith as provided in this Section 2.7., provided however that the Borrower shall not indemnify or hold harmless the Administrative Agent or any other Lender from any loss or expense incurred as the result of the Administrative Agent's or such Lender's gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time ----------------- thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan Loans and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersArranger, the Co-Agents, and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers Arranger receive written notice to the contrary. None of the Administrative Agent or the Arrangers Arranger shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers Arranger shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Arranger or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers Arranger believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each the Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.72.6; provided, however, that Borrower shall not indemnify the applicable party for acts resulting from its own gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersArranger, the Co-Agents, Agents and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers Arranger receive written notice to the contrary. None of the Administrative Agent or the Arrangers Arranger shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers Arranger shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Arranger or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic telephonicelectronic, written or facsimile notice referred to above which the Administrative Agent or the Arrangers Arranger believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each the Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and or Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agent and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive receives written notice to the contrary. None of the The Administrative Agent or the Arrangers shall have any no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing Borrowing, Letter of Credit Request or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or a Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers such Lender reasonably believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders might incur in acting in good faith as provided in this Section 2.72.6, provided, however, that the Borrower shall not indemnify or hold harmless the Administrative Agent or any other Lender from any loss or expense incurred as the result of the Administrative Agent's or such Lender's gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersArranger, the Co-Agents, Agents and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers Arranger receive written notice to the contrary. None of the Administrative Agent or the Arrangers Arranger shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers Arranger shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Arranger or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers Arranger believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each the Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Payment and Disbursement Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Payment and Disbursement Agent, the Arrangers, the Co-Agents, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Payment and Disbursement Agent and the Arrangers receive written notice to the contrary. None of the Administrative Payment and Disbursement Agent or the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Payment and Disbursement Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Payment and Disbursement Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Payment and Disbursement Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Payment and Disbursement Agent, each Arranger and each other Lender from any loss or expense the Administrative Payment and Disbursement Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section SECTION 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower and RMOP in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersDocumentation Agent, the Co-AgentsSyndication Agent, the Arrangers, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None of the Administrative Agent or the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the BorrowerBorrower or RMOP. None of the Administrative Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or RMOP or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower and RMOP each hereby indemnifies and holds harmless the Administrative Agent, each Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section 2.72.6; provided, however, that Borrower and RMOP shall not indemnify the applicable party for acts resulting from its own gross negligence or wilful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agent and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive receives written notice to the contrary. None of the The Administrative Agent or the Arrangers shall have any no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a any Loan or Letter of Credit or such any conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers such Lender reasonably believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders might incur in acting in good faith as provided in this Section SECTION 2.7, provided however that the Borrower shall not indemnify or hold harmless the Administrative Agent or any other Lender from any loss or expense incurred as the result of the Administrative Agent's or such Lender's gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Payment and Disbursement Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Payment and Disbursement Agent, the Arrangers, the Co-Agents, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Payment and Disbursement Agent and the Arrangers receive written notice to the contrary. None of the Administrative Payment and Disbursement Agent or the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Payment and Disbursement Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Payment and Disbursement Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile 39 notice referred to above which the Administrative Payment and Disbursement Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Payment and Disbursement Agent, each Arranger and each other Lender from any loss or expense the Administrative Payment and Disbursement Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section SECTION 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersArranger, the Co-Agents, and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers Arranger receive written notice to the contrary. None of the Administrative Agent or the Arrangers Arranger shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers Arranger shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Arranger or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers Arranger believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers Arranger or the Lenders might incur in acting in good faith as provided in this Section 2.72.6; provided, however, that Borrower shall not indemnify the applicable party for acts resulting from its own gross negligence or wilful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to ----------------- time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersDocumentation Agent, the Co-AgentsArrangers, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None of the Administrative Agent or the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section 2.72.5; provided, however, -------- ------- that Borrower shall not indemnify the applicable party for acts resulting from its own gross negligence or wilful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time ------------------ to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the ArrangersDocumentation Agent, the Co-AgentsArrangers, the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None of the Administrative Agent or the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section 2.72.5; provided, ----------- however, that Borrower shall not indemnify the applicable party for acts resulting from its own gross negligence or wilful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time ----------------- thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agent and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive receives written notice to the contrary. None of the The Administrative Agent or the Arrangers shall have any no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a any Loan or Letter of Credit or such any conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers such Lender reasonably believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders might incur in acting in good faith as provided in this Section 2.7., provided however that the ----------- Borrower shall not indemnify or hold harmless the Administrative Agent or any other Lender from any loss or expense incurred as the result of the Administrative Agent's or such Lender's gross negligence or willful misconduct.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing con- taining a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Co- Agents (if any) and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive receives written notice to the contrary. None of the Administrative The Agent or the Arrangers shall have any no duty to verify the authenticity of the signature signa- ture appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversionconver- sion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers such Lender believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders Lend- ers might incur in acting in good faith as provided in this Section 2.7.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s 's Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agent and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s 's or agent’s 's authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None of the The Administrative Agent or the Arrangers shall not have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders might incur in acting in good faith as provided in this Section SECTION 2.7.

AUTHORIZED AGENTS. On or before the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate a certificate of the Secretary or Assistant Secretary of the Company setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agents and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None of the Administrative Agent or the Arrangers shall have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger and each other Lender from any loss or expense the Administrative Agent, the Arrangers or the Lenders might incur in acting in good faith as provided in this Section 2.72.5.

AUTHORIZED AGENTS. On the Closing Date and from time to time thereafter, the Borrower shall deliver to the Administrative Agent an Officer’s Certificate setting forth the names of the employees and agents authorized to request Loans and Letters of Credit and to request a conversion/continuation of any Loan and containing a specimen signature of each such employee or agent. The employees and agents so authorized shall also be authorized to act for the Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent, the Arrangers, the Co-Agents, Agent and the Lenders and any Issuing Bank shall be entitled to rely conclusively on such employee’s or agent’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Administrative Agent and the Arrangers receive written notice to the contrary. None of the The Administrative Agent or the Arrangers shall not have any duty to verify the authenticity of the signature appearing on any written Notice of Borrowing or Notice of Conversion/Continuation or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Administrative Agent and the Arrangers shall have no duty to verify the identity of any person representing himself or herself as one of the employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. None of the Administrative Agent, the Arrangers Agent or the Lenders shall incur any liability to the Borrower or any other Person in acting upon any telephonic electronic, written or facsimile notice referred to above which the Administrative Agent or the Arrangers believes to have been given by a person duly authorized to act on behalf of the Borrower and the Borrower hereby indemnifies and holds harmless the Administrative Agent, each Arranger Agent and each other Lender from any loss or expense the Administrative Agent, the Arrangers Agent or the Lenders might incur in acting in good faith as provided in this Section 2.72.5.