Common use of Authorized Officers and Agents Clause in Contracts

Authorized Officers and Agents. On the Closing Date the U.S. Borrower shall deliver, and from time to time thereafter the U.S. Borrower may deliver, to the Agent an Officer's Certificate setting forth the names of the officers, employees and agents authorized to request, on behalf of the respective Borrowers, Loans and Letters of Credit and a conversion/continuation of any Loan, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks shall be entitled to rely conclusively on such officer's, employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, 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 Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Agent, any Lender or any Issuing Bank shall incur any liability to either Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the 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 such Borrower.

Authorized Officers and Agents. On the Closing Effective Date the U.S. Borrower shall deliver, and from time to time thereafter thereafter, the U.S. Borrower may deliver, Company shall deliver to the Administrative Agent an Officer's Officers' Certificate setting forth the names of the officers, employees and agents of the Borrowers authorized to requestrequest Revolving Loans, on behalf of the respective Borrowers, Swing Loans and Letters of Credit and a conversion/continuation of any Loan, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks Administrative Agent shall be entitled to rely conclusively on such officer's, 's or employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Administrative Agent receives written notice to the contrary. None of the AgentIn addition, the Lenders, or the Issuing Banks Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Administrative Agent shall have any no duty to verify the authenticity of the signature appearing on on, or any such Officer's Certificatetelecopy or facsimile of, any written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuationCredit, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Administrative Agent, either CoAgent, any Lender or any Issuing Bank shall incur any liability to either Borrower the Borrowers or any other Person in acting upon any telephonic telecopy or facsimile or telephonic notice referred to above which the Agent, such Lender, or such Issuing Bank Administrative Agent reasonably believes to have been given by a duly authorized officer officer, employee or other person authorized agent set forth in the most recent Officers' Certificate delivered by the Company to borrow on behalf of such Borrowerthe Administrative Agent.

Authorized Officers and Agents. On the Closing Date the U.S. Borrower Effective Date, TIMCO shall deliver, and from time to time thereafter the U.S. Borrower TIMCO may deliver, to the Agent an Officer's Certificate setting forth the names of the (a) TIMCO's officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Loans and Letters of Credit on behalf of the Borrowers and a conversion/continuation (b) the officers of any Loaneach respective Guarantor authorized to act for such Person in respect of all matters relating to the Loan Documents, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized Chairman of the Board of Directors of TIMCO shall also be authorized to act for the respective Borrowers in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks shall be entitled to rely conclusively on such officer'sofficers', employee's, employees' or agent's agents' authority to request such Loan or Letter Revolving Loans and Letters of Credit or and on such conversion/continuation officers' of TIMCO and the Guarantors authority to execute and deliver all instruments and agreements pertaining to the Loan Documents and taking other actions attendant thereto until the Agent, Lenders and Issuing Banks receive written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuationCredit, the Agent shall have no duty to verify the identity of any person representing himself or herself as one of the TIMCO's officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Agent, any Lender or any Issuing Bank shall incur any liability to either any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the 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 such Borrowerthe Borrowers.

Authorized Officers and Agents. On the Closing Date Effective Date, the U.S. Borrower ------------------------------ Borrowers shall deliver, and from time to time thereafter the U.S. any Borrower may deliver, to the Agent an Officer's Certificate a certificate setting forth the names of the officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Loans and Letters of Credit for each Borrower and to request a conversion/conversion or continuation of any Loan, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers applicable Borrower in respect of all other matters relating to the Loan Credit Documents. The Agent, Lenders and Issuing Banks Bank shall be entitled to rely conclusively on such officer's, employee's, or agent's authority to request any such Loan or Loan, Letter of Credit Credit, conversion or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Agent receives written notice to the contrary. None of the Agent, the Lenders, any Lender or the Issuing Banks Bank shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificatecertificate, written Notice of Borrowing, Notice of Conversion/, Notice of Continuation, or any other document, and, with respect to an oral request for such a Loan or Loan, Letter of Credit Credit, conversion or such conversion/continuation, the Agent shall have no duty to verify the identity of any person Person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowersapplicable Borrower. None of the Agent, any Lender or any the Issuing Bank shall incur any liability to either any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Agent, such Lender, or such the Issuing Bank believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such a Borrower.

Authorized Officers and Agents. On the Closing Date the U.S. Borrower shall deliver, and from time to time thereafter the U.S. Borrower may deliver, to the Agent an Officer's Certificate setting forth the names of the officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Loans and Letters of Credit Credit, and to request a conversion/continuation of any Loan, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers Borrower in respect of all other matters relating to the Loan Documents. The Agent, Agent and Lenders and Issuing Banks shall be entitled to rely conclusively on such officer's, employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Agent and Lenders and Issuing Banks receive written notice to the contrary. None of the Agent, the Lenders, Agent or the Issuing Banks Lenders shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, 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 Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective BorrowersBorrower. None of Neither the Agent, Agent nor any Lender or any Issuing Bank shall incur any liability to either the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Agent, such Lender, Agent or such Issuing Bank Lender believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such the Borrower.

Authorized Officers and Agents. On the Closing Date Effective Date, the U.S. Borrower ------------------------------ Borrowers shall deliver, and from time to time thereafter the U.S. any Borrower may deliver, to the Agent an Officer's Certificate a certificate setting forth the names of the officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Loans and Letters of Credit for each Borrower and to request a conversion/conversion or continuation of any Loan, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers applicable Borrower in respect of all other matters relating to the Loan Credit Documents. The Agent, Lenders and Issuing Banks Bank shall be entitled to rely conclusively on such officer's, employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation conversion or until the Agent, Lenders and Issuing Banks receive Agent receives written notice to the contrary. None of the Agent, the Lenders, Lenders or the Issuing Banks Bank shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificatecertificate, written Notice of Borrowing, Notice of Conversion/Conversion or Notice of 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 Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowersapplicable Borrower. None of the Agent, any Lender the Lenders or any the Issuing Bank shall incur any liability to either any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Agent, such Lender, or such the Issuing Bank believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such a Borrower.

Authorized Officers and Agents. On the Closing Effective Date the U.S. Borrower shall deliver, and from time to time thereafter after each such date, each of the U.S. Borrower may deliver, Borrowers shall deliver to the Administrative Agent an Officer's ’s Certificate setting forth the names of the officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Revolving Loans and Letters of Credit and to request a conversion/continuation of any Loan, in each instance certificate containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers such Borrower in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks Administrative Agent shall be entitled to rely conclusively on such officer's, ’s or employee's, or agent's ’s authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Administrative Agent receives written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks The Administrative Agent shall have any no duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuationCredit, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Administrative Agent, any Lender or any Issuing Bank shall incur any liability to either any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent, such Lender, Lender or such Issuing Bank reasonably believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such Borrower.. ARTICLE III

Authorized Officers and Agents. On the Closing Date the U.S. Borrower shall deliver, (and from time to time thereafter at the U.S. option of a Borrower may deliveror as reasonably requested by the Administrative Agent), each of the Borrowers shall deliver to the Administrative Agent an Officer's Certificate setting forth the names of the officers, directors or general managers, employees and agents authorized to requestrequest Revolving Loans, on behalf of the respective BorrowersSwing Loans, European Overdraft Loans and Letters of Credit Credit, and a conversion/continuation of any Loan, in each instance containing a specimen signature of each such officer, director, general manager, employee or agent. The officers, directors or general managers, employees and agents so authorized shall also be authorized to act for the respective Borrowers each such Borrower in respect of all other matters relating to the Loan DocumentsDocuments to which such Borrower is a party. The Agent, Lenders and Issuing Banks Administrative Agent shall be entitled to rely conclusively on such officer's, employeedirector's or general manager's, or agent's or employee's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Administrative Agent receives written notice to the contrary. None of the AgentIn addition, the Lenders, or the Issuing Banks Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by any Borrower by telecopy. The Administrative Agent shall have any no duty to verify the authenticity of the signature appearing on on, or any such Officer's Certificatetelecopy or facsimile of, any written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuation, the Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Administrative Agent, the Syndication Agent, any Lender or any Issuing Bank shall incur any liability to either any Borrower or any other Person in acting upon any telephonic telecopy or facsimile notice referred to above which that the Agent, such Lender, or such Issuing Bank Administrative Agent reasonably believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such Borrowerany of the Borrowers.

Authorized Officers and Agents. On the Closing Merger Funding Date the U.S. Borrower shall deliver, and ------------------------------ from time to time thereafter after each such date, each of the U.S. Borrower may deliver, Borrowers shall deliver to the Administrative Agent an Officer's Certificate setting forth the names of the officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Revolving Loans and Letters of Credit and to request a conversion/continuation of any Loan, in each instance certificate containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers such Borrower in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks Administrative Agent shall be entitled to rely conclusively on such officer's, 's or employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Administrative Agent receives written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks The Administrative Agent shall have any no duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuationCredit, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Administrative Agent, any Lender or any Issuing Bank shall incur any liability to either any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent, such Lender, Lender or such Issuing Bank reasonably believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such Borrower.

Authorized Officers and Agents. On the Closing Date the U.S. Borrower shall deliver, and from time to time thereafter thereafter, the U.S. Borrower may deliver, Borrowers shall deliver to the Administrative Agent an Officer's Certificate setting forth (i) the names of the officers, employees and agents authorized to request, on behalf of the respective Borrowersall Borrowers to request Swing Loans, Revolving Loans and Letters of Credit and a conversion/continuation of any Loan, in each instance containing (ii) a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks Administrative Agent shall be entitled to rely conclusively on such officer's, 's or employee's, 's or agent's authority to request such Loan Loans or Letter Letters of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Administrative Agent receives written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks The Administrative Agent shall have any no duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan Loans or Letter Letters of Credit or such conversion/continuationCredit, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Administrative Agent, any Lender or any the Issuing Bank shall incur any liability to either Borrower the Borrowers or any other Person in acting upon any telephonic or facsimile notice referred to above which the Agent, such Lender, or such Issuing Bank Administrative Agent reasonably believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such Borrowerthe Borrowers.

Authorized Officers and Agents. On the Closing Date the U.S. Borrower Effective Date, ASOC shall deliver, and from time to time thereafter the U.S. Borrower ASOC may deliver, to the Agent an Officer's Certificate setting forth the names of the ASOC's officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Loans and Letters of Credit and a conversion/continuation on behalf of any Loanthe Borrowers, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized president of ASOC shall also be authorized to act for the respective Borrowers in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks shall be entitled to rely conclusively on such officer's, employee's, 's or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuationCredit, the Agent shall have no duty to verify the identity of any person representing himself or herself as one of the ASOC's officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Agent, any Lender or any Issuing Bank shall incur any liability to either any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the 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 such Borrowerthe Borrowers.

Authorized Officers and Agents. On the Closing Date the U.S. Borrower Effective Date, Distribution shall deliver, and from time to time thereafter the U.S. Borrower Distribution may deliver, to the Agent an Officer's Certificate setting forth the names of the (a) Distribution's officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Loans and Letters of Credit on behalf of the Borrowers and a conversion/continuation (b) the officers of any Loaneach respective Guarantor authorized to act for such Person in respect of all matters relating to the Loan Documents, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized Chairman of the Board of Directors of Distribution shall also be authorized to act for the respective Borrowers in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks shall be entitled to rely conclusively on such officer'sofficers', employee's, employees' or agent's agents' authority to request such Loan or Letter Loans and Letters of Credit or and on such conversion/continuation officers' of Distribution and the Guarantors authority to execute and deliver all instruments and agreements pertaining to the Loan Documents and taking other actions attendant thereto until the Agent, Lenders and Issuing Banks receive written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuationCredit, the Agent shall have no duty to verify the identity of any person representing himself or herself as one of the Distribution's officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Agent, any Lender or any Issuing Bank shall incur any liability to either any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the 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 such Borrowerthe Borrowers.

Authorized Officers and Agents. On the Closing Effective Date the U.S. Borrower shall deliver, and from time to time thereafter the U.S. Borrower may deliver, to the Agent an Officer's Certificate setting forth the names of the Borrower's officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Loans and Letters of Credit and a conversion/continuation of any LoanCredit, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized president of the Borrower shall also be authorized to act for the respective Borrowers Borrower in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks shall be entitled to rely conclusively on such officer's, employee's, 's or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuationCredit, the Agent shall have no duty to verify the identity of any person representing himself or herself as one of the Borrower's officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective BorrowersBorrower. None of the Agent, any Lender or any Issuing Bank shall incur any liability to either the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the 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 such the Borrower.

Authorized Officers and Agents. On the Closing Date Effective Date, the U.S. Borrower shall deliver, and from time to time thereafter the U.S. Borrower may deliver, to the Agent an Officer's Certificate a certificate setting forth the names of the officers, employees and agents authorized to request, on behalf of request Accommodation for the respective Borrowers, Loans Borrower and Letters of Credit and to request a conversion/conversion or continuation of any LoanAccommodation, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers Borrower in respect of all other matters relating to the Loan Credit Documents. The Agent, Lenders and Issuing Banks Issue Lender shall be entitled to rely conclusively on such officer's, employee's, or agent's authority to request any such Loan Accommodation, conversion or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Agent receives written notice to the contrary. None of the Agent, the Lenders, any Lender or the Issuing Banks Issue Lender shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificatecertificate, written Notice of Borrowing, Notice notice of Conversion/Continuationconversion, notice of continuation, or any other document, and, with respect to an oral request for such a Loan Accommodation, conversion or Letter of Credit or such conversion/continuation, the Agent shall have no duty to verify the identity of any person Person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective BorrowersBorrower. None of the Agent, any Lender or any Issuing Bank the Issue Lender shall incur any liability to either the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Agent, such Lender, or such Issuing Bank the Issue Lender believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such a Borrower.

Authorized Officers and Agents. On the Closing Date the U.S. Borrower shall deliver, and from time to time thereafter thereafter, the U.S. Borrower may deliver, Borrowers shall deliver to the Agent an Officer's Officers' Certificate setting forth the names of the officers, employees and agents authorized to requestrequest Revolving Loans, on behalf of the respective Borrowers, Swing Loans and Letters of Credit and a conversion/continuation of any Loan, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks Agent shall be entitled to rely conclusively on such officer's, 's or employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Agent receives written notice to the contrary. None of the AgentIn addition, the Lenders, or the Issuing Banks Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Agent shall have any no duty to verify the authenticity of the signature appearing on on, or any such Officer's Certificatetelecopy or facsimile of, any written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuationCredit, the Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Agent, any Lender or any Issuing Bank shall incur any liability to either Borrower the Borrowers or any other Person in acting upon any telephonic telecopy or facsimile or telephonic notice referred to above which the Agent, such Lender, or such Issuing Bank Agent reasonably believes to have been given by a duly authorized officer or other person authorized to borrow act on behalf of such Borrowerthe Borrowers.

Authorized Officers and Agents. On the Closing Effective Date the U.S. Borrower shall deliver, and from time to time thereafter thereafter, the U.S. Borrower may deliver, Company shall deliver to the Administrative Agent an Officer's Officers' Certificate setting forth the names of the officers, employees and agents of the Borrowers authorized to requestrequest Revolving Loans, on behalf of the respective Borrowers, Swing Loans and Letters of Credit and a conversion/continuation of any Loan, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks Administrative Agent shall be entitled to rely conclusively on such officer's, 's or employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Administrative Agent receives written notice to the contrary. None of the AgentIn addition, the Lenders, or the Issuing Banks Administrative Agent shall be entitled to rely conclusively on any written notice sent to it by telecopy. The Administrative Agent shall have any no duty to verify the authenticity of the signature appearing on on, or any such Officer's Certificatetelecopy or facsimile of, any written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuationCredit, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Administrative Agent, either Co-Agent, any Lender or any Issuing Bank shall incur any liability to either Borrower the Borrowers or any other Person in acting upon any telephonic telecopy or facsimile or telephonic notice referred to above which the Agent, such Lender, or such Issuing Bank Administrative Agent reasonably believes to have been given by a duly authorized officer officer, employee or other person authorized agent set forth in the most recent Officers' Certificate delivered by the Company to borrow on behalf of such Borrowerthe Administrative Agent.

Authorized Officers and Agents. On the Closing Date the U.S. ------------------------------ Borrower shall deliver, and from time to time thereafter the U.S. Borrower may deliver, to the Agent an Officer's Certificate setting forth the names of the officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Loans and Letters of Credit and to request a conversion/continuation of any Loan, in each instance containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers Borrower in respect of all other matters relating to the Loan Documents. The Agent, Lenders Lenders, and Issuing Banks shall be entitled to rely conclusively on such officer's, employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks shall have any duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, 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 Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective BorrowersBorrower. None of the Agent, any Lender or any Issuing Bank shall incur any liability to either the Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the 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 such the Borrower.

Authorized Officers and Agents. On the Closing Date the U.S. Borrower shall deliver, and from time to time thereafter thereafter, the U.S. Borrower may deliver, Representative shall deliver to the Administrative Agent an Officer's Certificate setting forth (i) the names of the officers, employees and agents authorized to request, on behalf of the respective BorrowersBorrower Representative to request Swing Loans, Revolving Loans and Letters of Credit and a conversion/continuation of any Loan, in each instance containing (ii) a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks Administrative Agent shall be entitled to rely conclusively on such officer's, 's or employee's, 's or agent's authority to request such Loan Loans or Letter Letters of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Administrative Agent receives written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks The Administrative Agent shall have any no duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan Loans or Letter Letters of Credit or such conversion/continuationCredit, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Administrative Agent, any Lender or any Issuing Bank L/C Issuer shall incur any liability to either Borrower the Borrowers or any other Person in acting upon any telephonic or facsimile notice referred to above which the Agent, such Lender, or such Issuing Bank Administrative Agent reasonably believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such Borrowerthe Borrowers.

Authorized Officers and Agents. On the Closing Tender Offer Funding ------------------------------ Date, on the Merger Funding Date the U.S. Borrower shall deliver, and from time to time thereafter after each such date, each of the U.S. Borrower may deliver, Borrowers shall deliver to the Administrative Agent an Officer's Certificate setting forth the names of the officers, employees and agents authorized to request, on behalf of the respective Borrowers, request Revolving Loans and Letters of Credit and to request a conversion/continuation of any Loan, in each instance certificate containing a specimen signature of each such officer, employee or agent. The officers, employees and agents so authorized shall also be authorized to act for the respective Borrowers such Borrower in respect of all other matters relating to the Loan Documents. The Agent, Lenders and Issuing Banks Administrative Agent shall be entitled to rely conclusively on such officer's, 's or employee's, or agent's authority to request such Loan or Letter of Credit or such conversion/continuation until the Agent, Lenders and Issuing Banks receive Administrative Agent receives written notice to the contrary. None of the Agent, the Lenders, or the Issuing Banks The Administrative Agent shall have any no duty to verify the authenticity of the signature appearing on any such Officer's Certificate, written Notice of Borrowing, Notice of Conversion/Continuation, Borrowing or any other document, and, with respect to an oral request for such a Loan or Letter of Credit or such conversion/continuationCredit, the Administrative Agent shall have no duty to verify the identity of any person representing himself or herself as one of the officers, employees or agents authorized to make such request or otherwise to act on behalf of the respective Borrowers. None of the Administrative Agent, any Lender or any Issuing Bank shall incur any liability to either any Borrower or any other Person in acting upon any telephonic or facsimile notice referred to above which the Administrative Agent, such Lender, Lender or such Issuing Bank reasonably believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of such Borrower.