Common use of Authorized Officers and Administrative Agent Clause in Contracts

Authorized Officers and Administrative Agent. On the Effective Date and from time to time thereafter as necessary to reflect changes in the Authorized Officers, the Borrower shall deliver to the Administrative Agent a secretary's certificate setting forth the names of the officers of the Borrower authorized to request Revolving Loans and Term Loans on behalf of the Borrower and containing a specimen signature of each such officer or agent. The Administrative Agent shall be entitled to rely conclusively on such officer's or agent's authority to request such Loan until the Administrative Agent receives written notice to the contrary. In addition, the Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on, or any telecopy or facsimile of, any written Notice of Borrowing or any other document, and, with respect to an oral request for such a Loan, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers or agents authorized to make such request or otherwise to act on behalf of the Borrower. The Administrative Agent and the Lenders shall not incur any liability to the Borrower or any other Person in acting upon any telecopy or facsimile or telephonic notice referred to above which the Administrative Agent in good faith believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower except in the case of gross negligence or willful misconduct by the Administrative Agent or any Lender as determined in a final judgment by a court of competent jurisdiction.

Authorized Officers and Administrative Agent. (a) On the Effective Closing Date and from time to time thereafter as necessary to reflect changes in the Authorized Officers, the Administrative Borrower shall deliver to the Administrative Agent a secretary's ’s certificate setting forth the names of the officers Senior Officers or other agents of the Administrative Borrower authorized to request Revolving Loans and Term Loans on behalf of the Borrower and containing a specimen signature of each such officer or agent. The Administrative Agent shall be entitled to rely conclusively on such officer's ’s or agent's ’s authority to request such Loan Loans until the Administrative Agent receives written notice to the contrary. In addition, the Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on, or any telecopy or facsimile of, any written Notice of Borrowing Request, or any other document, and, with respect to an oral request for such a Loan, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers or agents authorized to make such request or otherwise to act on behalf of the BorrowerBorrowers. The Neither the Administrative Agent and nor the Lenders shall not incur any liability to the Borrower Borrowers, or any other Person in acting upon any telecopy or facsimile or telephonic notice referred to above which the Administrative Agent in good faith reasonably believes to have been given by a duly authorized officer Senior Officer, agent or other person authorized to borrow in the name of the Administrative Borrower on behalf of the Borrower Borrowers except in the case of gross negligence or willful misconduct by the Administrative Agent or any Lender as determined in a final judgment by a court of competent jurisdiction. (b) Each Credit Party hereby designates the Administrative Borrower on its behalf for the purposes of issuing the Notices of Borrowing and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Credit Parties under the Loan Documents. The Administrative Borrower hereby accepts such appointment. Each Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Administrative Borrower as a notice or communication from all Credit Parties, and may give any notice or communication required or permitted to be given to the Administrative Borrower or to any other Credit Party hereunder to the Administrative Borrower on behalf of itself and all Credit Parties. Each Credit Party agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Administrative Borrower shall be deemed for all purposes to have been made by such Credit Party and shall be binding upon and enforceable against such Credit Party to the same extent as if the same had been made directly by such Credit Party.

Authorized Officers and Administrative Agent. On the Effective Closing Date and from time to time thereafter as necessary to reflect changes in the Authorized Officersthereafter, the each Borrower shall deliver to the Administrative Agent a secretary's certificate setting forth the names of the officers of the such Borrower authorized to request Revolving Loans and Term Loans on behalf of the such Borrower and containing a specimen signature of each such officer or agent. The officers and agents so authorized shall also be authorized to act for such Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent shall be entitled to rely conclusively on such officer's or agent's authority to request such Loan until the Administrative Agent receives written notice to the contrary. In addition, the Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on, or any telecopy or facsimile of, any written Notice of Borrowing or any other document, and, with respect to an oral request for such a Loan, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers or agents authorized to make such request or otherwise to act on behalf of the such Borrower. The Administrative Agent and the Lenders shall not incur any liability to the such Borrower or any other Person in acting upon any telecopy or facsimile or telephonic notice referred to above which the Administrative Agent in good faith believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of the such Borrower except in the case of gross negligence or willful misconduct by the Administrative Agent or any Lender as determined in a final judgment by a court of competent jurisdiction.

Authorized Officers and Administrative Agent. On the Effective Closing Date and from time to time thereafter as necessary to reflect changes in the Authorized Officersthereafter, the each Borrower shall deliver to the Administrative Agent a secretary's certificate setting forth the names of the officers of the such Borrower authorized to request Revolving Loans and Term Loans on behalf of the such Borrower and containing a specimen signature of each such officer or agentofficer. The officers so authorized shall also be authorized to act for such Borrower in respect of all other matters relating to the Loan Documents. The Administrative Agent shall be entitled to rely conclusively on such officer's or agent's authority to request such Loan until the Administrative Agent receives written notice to the contrary. In addition, the Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on, or any telecopy or facsimile of, any written Notice of Borrowing or any other document, and, with respect to an oral request for such a Loan, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers or agents authorized to make such request or otherwise to act on behalf of the such Borrower. The Administrative Agent and the Lenders shall not incur any liability to the such Borrower or any other Person in acting upon any telecopy or facsimile or telephonic notice referred to above which the Administrative Agent in good faith believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of the such Borrower except in the case of gross negligence or willful misconduct by the Administrative Agent or any Lender as determined in a final judgment by a court of competent jurisdiction.

Authorized Officers and Administrative Agent. (a) On the Effective Closing Date and from time to time thereafter as necessary to reflect changes in the Authorized Officers, the Administrative Borrower shall deliver to the Administrative Agent a secretary's ’s certificate setting forth the names of the officers Senior Officers or other agents of the Administrative Borrower authorized to request Revolving Loans and Term Loans on behalf Letters of the Borrower Credit and containing a specimen signature of each such officer or agent. The Administrative Agent shall be entitled to rely conclusively on such officer's ’s or agent's ’s authority to request such Loan Term Letters of Credit until the Administrative Agent receives written notice to the contrary. In addition, the Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on, or any telecopy or facsimile of, any written Notice of Borrowing Request, or any other document, and, with respect to an oral request for such a LoanTerm Letter of Credit, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers or agents authorized to make such request or otherwise to act on behalf of the BorrowerBorrowers. The Neither the Administrative Agent and nor the Lenders shall not incur any liability to the Borrower Borrowers, or any other Person in acting upon any telecopy or facsimile or telephonic notice referred to above which the Administrative Agent in good faith reasonably believes to have been given by a duly authorized officer Senior Officer, agent or other person authorized to borrow in the name of the Administrative Borrower on behalf of the Borrower Borrowers except in the case of gross negligence or willful misconduct by the Administrative Agent or any Lender as determined in a final judgment by a court of competent jurisdiction. (b) Each Credit Party hereby designates the Administrative Borrower on its behalf for the purposes of issuing the Notices of Borrowing and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Term Loan Obligations, selecting interest rate options, requesting Term Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Credit Parties under the Loan Documents. The Administrative Borrower hereby accepts such appointment. Each Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from the Administrative Borrower as a notice or communication from all Credit Parties, and may give any notice or communication required or permitted to be given to the Administrative Borrower or to any other Credit Party hereunder to the Administrative Borrower on behalf of itself and all Credit Parties. Each Credit Party agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Administrative Borrower shall be deemed for all purposes to have been made by such Credit Party and shall be binding upon and enforceable against such Credit Party to the same extent as if the same had been made directly by such Credit Party.

Authorized Officers and Administrative Agent. On the Effective Date the Borrower shall deliver, and from time to time thereafter as necessary to reflect changes in the Authorized Officers, the Borrower shall deliver may deliver, to the Administrative Agent a secretaryan Officer's certificate Certificate setting forth the names of the officers of the Borrower officers, employees and agents authorized to request Revolving Loans and Term Loans on behalf Letters of the Borrower Credit and to request a conversion/continuation of any Loan, in each instance containing a specimen signature of each such officer officer, employee or agent. The officers, 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 Agent, Lenders and Issuing Banks shall be entitled to rely conclusively on such officer's 's, employee's, or agent's authority to request such Loan or Letter of Credit or such conver- sion/continuation until the Administrative Agent receives Agent, Lenders and Issuing Banks receive written notice to the contrary. In additionNone of the Administrative Agent, the Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Administrative Agent Lenders, or the Issuing Banks shall have no any duty to verify the authenticity of the signature appearing onon any such Officer's Certificate, or any telecopy or facsimile of, any written Notice of Borrowing or Notice of Conversion/Continuation, or any other document, and, with respect to an oral request for such a LoanLoan or Letter of Credit or such conversion/continuation, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers officers, employees or agents authorized to make such request or otherwise to act on behalf of the Borrower. The None of the Administrative Agent and the Lenders Agent, any Lender or any Issuing Bank shall not incur any liability to the Borrower or any other Person in acting upon any telecopy telephonic or facsimile or telephonic notice referred to above which the Administrative Agent in good faith Agent, such Lender, or such Issuing Bank believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower except in the case of gross negligence or willful misconduct by the Administrative Agent or any Lender as determined in a final judgment by a court of competent jurisdictionBorrower.

Authorized Officers and Administrative Agent. On the Effective Date and from time to time thereafter as necessary to reflect changes in the Authorized Officersthereafter, the Borrower shall deliver to the Administrative Agent a secretary's certificate setting forth the names of the officers of the Borrower authorized to request Revolving Loans and Term Loans Letters of Credit Accommodations on behalf of the Borrower and containing a specimen signature of each such officer or agent. The officers 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 shall be entitled to rely conclusively on such officer's or agent's authority to request such Loan or Letter of Credit Accommodation until the Administrative Agent receives written notice to the contrary. In addition, the Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Administrative Agent shall have no duty to verify the authenticity of the signature appearing on, or any telecopy or facsimile of, any written Notice of Borrowing Borrowing, Request for Issuance of Letter of Credit Accommodation or any other document, and, with respect to an oral request for such a LoanLoan or Letter of Credit Accommodation, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers or agents authorized to make such request or otherwise to act on behalf of the Borrower. The Administrative Agent Agent, the Lenders and the Lenders Issuers shall not incur any liability to the Borrower or any other Person in acting upon any telecopy or facsimile or telephonic notice referred to above which the Administrative Agent in good faith believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of the Borrower except in the case of gross negligence or willful misconduct by the Administrative Agent Agent, any Lender or any Lender Issuer as determined in a final judgment by a court of competent jurisdiction.