Common use of Officer Authority Clause in Contracts

Officer Authority. The Guarantor authorizes its Chairman, President, and each of its Vice Presidents, respectively, from time to time, severally and not jointly, on behalf and in the name of the Guarantor from time to time in the discretion of such officer, to take or omit to take any and all action and to execute and deliver any and all documents and instruments which such officer may determine to be necessary or desirable in relation to, and perform any obligations arising in connection with, this Guaranty and any of the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives to each such officer severally the power and right on behalf of the Guarantor, without notice to or assent by the Guarantor, to do the following: (i) to execute and deliver any amendment, waiver, consent, supplement, other modification or reaffirmation of this Guaranty or any document relating hereto, and to perform any obligation arising in connection herewith or therewith; (ii) to sell, transfer, assign, encumber or otherwise deal in or with any security for this Guaranty or any part thereof; (iii) to grant liens, security interests or other encumbrances on or in respect of any property or assets of the Guarantor, whether now owned or hereafter acquired, in favor of the Lenders and the Agent; (iv) to send notices, directions, orders and other communications to any Person relating to this Guaranty, or any security for all or any part of the Obligations; (v) to take or omit to take any other action contemplated by or referred to in this Guaranty or any document covering any security for all or any part of the Obligations; and (vi) to take or omit to take any action with respect to this Guaranty, any security for all or any part of the Obligations or any document covering any such security, all as such officer may determine in his or her sole discretion. The undersigned hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of the Guarantor.

Officer Authority. The Guarantor Each of the Guarantors authorizes its Chairman, President, and each of its Vice Presidents, respectively, from time to time, severally and not jointly, on behalf and in the name of the such Guarantor from time to time in the discretion of such officer, to take or omit to take any and all action and to execute and deliver any and all documents and instruments which such officer may determine to be necessary or desirable in relation to, and perform any obligations arising in connection with, this Guaranty and any of the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives to each such officer severally the power and right on behalf of the such Guarantor, without notice to or assent by the such Guarantor, to do the following: (i) to execute and deliver any amendment, waiver, consent, supplement, other modification or reaffirmation of this Guaranty or any document relating hereto, and to perform any obligation arising in connection herewith or therewith; (ii) to sell, transfer, assign, encumber or otherwise deal in or with any security for this Guaranty or any part thereof; (iii) to grant liens, security interests or other encumbrances on or in respect of any property or assets of the such Guarantor, whether now owned or hereafter acquired, in favor of the Lenders and the Agent; (iv) to send notices, directions, orders and other communications to any Person relating to this Guaranty, or any security for all or any part of the Obligations; (v) to take or omit to take any other action contemplated by or referred to in this Guaranty or any document covering any security for all or any part of the Obligations; and (vi) to take or omit to take any action with respect to this Guaranty, any security for all or any part of the Obligations or any document covering any such security, all as such officer may determine in his or her sole discretion. The undersigned hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of the GuarantorGuarantors.

Officer Authority. The Guarantor ----------------- authorizes its Chairman, President, Treasurer, and each of its Executive Vice Presidents and Vice Presidents, Secretaries and Assistant Secretaries, respectively, from time to time, severally and not jointly, on behalf and in the name of the Guarantor from time to time in the discretion of such officer, to take or omit to take any and all action and to execute and deliver any and all documents and instruments which such officer may determine to be necessary or desirable in relation to, and perform any obligations arising in connection with, this Guaranty and any of the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives to each such officer severally the power and right on behalf of the Guarantor, without notice to or assent by the Guarantor, to do the following: (ia) to execute and deliver any amendment, waiver, consent, supplement, other modification or reaffirmation of this Guaranty or any document relating heretocovering any of the security for this Guaranty, and to perform any obligation arising in connection herewith or therewith; (iib) to sell, transfer, assign, encumber or otherwise deal in or with any the security for this Guaranty or any part thereof; (iiic) to grant liensLiens, security interests or other encumbrances on or in respect of any property Property or assets of the Guarantor, whether now owned or hereafter acquired, in favor of the Lenders Secured Parties and the Agent; (ivd) to send notices, directions, orders and other communications to any Person relating to this Guaranty, or any the security for all or any part of the Secured Obligations; (ve) to take or omit to take any other action contemplated by or referred to in this Guaranty or any document covering any of the security for all or any part of the Secured Obligations; and (vif) to take or omit to take any action with respect to this Guaranty, any of the security for all or any part of the Secured Obligations or any document covering any such security, all as such officer may determine in his or her sole discretion. The undersigned hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of the Guarantor.

Officer Authority. The Guarantor Each of the Guarantors authorizes its Chairmanany member, President, and each of its Vice Presidents, respectively, manager or officer from time to time, severally and not jointly, on behalf and in the name of the such Guarantor from time to time in the discretion of such officer, to take or omit to take any and all action and to execute and deliver any and all documents and instruments which such officer may determine to be necessary or desirable in relation to, and perform any obligations arising in connection with, this Guaranty and any of the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives to each such officer severally the power and right on behalf of the such Guarantor, without notice to or assent by the such Guarantor or any other Guarantor, to do the following: (i) to execute and deliver any amendment, waiver, consent, supplement, other modification or reaffirmation of this Guaranty or any document relating heretocovering any of the security for this Guaranty, and to perform any obligation arising in connection herewith or therewith; (ii) to sell, transfer, assign, encumber or otherwise deal in or with any the security for this Guaranty or any part thereof; (iii) to grant liens, security interests or other encumbrances on or in respect of any property or assets of the such Guarantor, whether now owned or hereafter acquired, in favor of the Lenders and the AgentLender; (iv) to send notices, directions, orders and other communications to any Person relating to this Guaranty, or any the security for all or any part of the ObligationsLiabilities; (v) to take or omit to take any other action contemplated by or referred to in this Guaranty or any document covering any of the security for all or any part of the ObligationsLiabilities; and (vi) to take or omit to take any action with respect to this Guaranty, any of the security for all or any part of the Obligations Liabilities or any document covering any such security, all as such officer may determine in his or her sole discretion. The Each of the undersigned hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of the Guarantorrespective Guarantors.

Officer Authority. The Guarantor authorizes its Chairman, President, and each of its Vice Presidents, respectively, from time to time, severally and not jointly, on behalf and in the name of the Guarantor from time to time in the discretion of such officer, to take or omit to take any and all action and to execute and deliver any and all documents and instruments which such officer may determine to be necessary or desirable in relation to, and perform any obligations arising in connection with, this Guaranty and any of the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives to each such officer severally the power and right on behalf of the Guarantor, without notice to or assent by the Guarantor, to do the following: (i) to execute and deliver any amendment, waiver, consent, supplement, other modification or reaffirmation of this Guaranty or any document relating hereto, and to perform any obligation arising in connection herewith or therewith; (ii) to sell, transfer, assign, encumber or otherwise deal in or with any security for this Guaranty or any part thereof; (iii) to grant liens, security interests or other encumbrances on or in respect of any property or assets of the Guarantor, whether now owned or hereafter acquired, in favor of the Lenders and the Agent; (iv) to send notices, directions, orders and other communications to any Person relating to this Guaranty, or any security for all or any part of the Obligations; (v) to take or omit to take any other action contemplated by or referred to in this Guaranty or any document covering any security for all or any part of the Obligations; and (vi) to take or omit to take any action with respect to this Guaranty, any security for all or any part of the Obligations or any document covering any such security, all as such officer may determine in his or her sole discretion. The undersigned hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of the Guarantor. 140 13.

Officer Authority. The Each Guarantor authorizes its Chairman, President, and each any one of its Vice Presidents, respectivelythe officers specifically identified in certified resolutions delivered to the Administrative Agent prior to the date hereof or contemporaneously herewith, from time to time, severally and not jointly, on behalf and in the name of the such Guarantor from time to time in the discretion of such officer, to take or omit to take any and all action and to execute and deliver any and all documents and instruments which such officer may determine to be necessary or desirable in relation to, and perform any obligations arising in connection with, this Guaranty and any of the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives to each such officer severally the power and right on behalf of the such Guarantor, without notice to or assent by the such Guarantor, to do the following: (i) to execute and deliver any amendment, waiver, consent, supplement, other modification or reaffirmation of its obligations under this Guaranty or any document relating heretocovering any of the security for such Guarantor's obligations under this Guaranty, and to perform any obligation arising in connection herewith or therewith; (ii) to sell, transfer, assign, encumber or otherwise deal in or with any the security for such Guarantor's obligations under this Guaranty or any part thereof; (iii) to grant liens, security interests or other encumbrances on or in respect of any property or assets of the such Guarantor, whether now owned or hereafter acquired, in favor of the Lenders and the Administrative Agent; (iv) to send notices, directions, orders and other communications to any Person relating to this Guaranty, or any security the security, if any, for all or any part of the Obligations; (v) to take or omit to take any other action contemplated by or referred to in this Guaranty or any document covering any of the security for all or any part of the Obligations; and (vi) to take or omit to take any action with respect to this Guaranty, any security for all or any part of the Obligations or any document covering any such security, all as such officer may determine in his or her sole discretion. The undersigned with respect to each Guarantor hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of the such Guarantor.

Officer Authority. The Guarantor authorizes its Chairman, President, Vice ----------------- President-Finance and each of its Vice Presidents, respectivelyTreasurer, from time to time, severally and not jointly, on behalf and in the name of the Guarantor from time to time in the discretion of such officer, to take or omit to take any and all action and to execute and deliver any and all documents and instruments which such officer may determine to be necessary or desirable in relation to, and perform any obligations arising in connection with, this Guaranty and any of the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives to each such officer severally the power and right on behalf of the Guarantor, without notice to or assent by the Guarantor, to do all or any of the following: (i) to execute and deliver any amendment, waiver, consent, supplement, other modification or reaffirmation of this Guaranty or any document relating hereto, and to perform any obligation arising in connection herewith or therewith; (ii) to sell, transfer, assign, encumber or otherwise deal in or with any security for this Guaranty or any part thereof; (iii) to grant liens, security interests or other encumbrances on or in respect of any property or assets of the Guarantor, whether now owned or hereafter acquired, in favor of the Lenders Holders of Secured Obligations and the Agent; (iv) to send notices, directions, orders and other communications to any Person relating to this Guaranty, or any security for all or any part of the Secured Obligations; (v) to take or omit to take any other action contemplated by or referred to in this Guaranty or any document covering any security for all or any part of the Secured Obligations; and (vi) to take or omit to take any action with respect to this Guaranty, any security for all or any part of the Secured Obligations or any document covering any such security, all as such officer may determine in his or her sole discretion. The undersigned hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of the Guarantor.

Officer Authority. The Guarantor authorizes its Chairman, President, and each of its Vice Presidents, respectively, from time to time, severally and not jointly, on behalf and in the name of the Guarantor from time to time in the discretion of such officer, to take or omit to take any and all action and to execute and deliver any and all documents and instruments which such officer may determine to be necessary or desirable in relation to, and perform any obligations arising in connection with, this Guaranty and any of the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives to each such officer severally the power and right on behalf of the Guarantor, without notice to or assent by the Guarantor, to do the following: (i) to execute and deliver any amendment, waiver, consent, supplement, other modification or reaffirmation of this Guaranty or any document relating hereto, and to perform any obligation arising in connection herewith or therewith; (ii) to sell, transfer, assign, encumber or otherwise deal in or with any security for this Guaranty or any part thereof; (iii) to grant liens, security interests or other encumbrances on or in respect of any property or assets of the Guarantor, whether now owned or hereafter acquired, in favor of the Lenders and the Agent; (iv) to send notices, directions, orders and other communications to any Person relating to this Guaranty, or any security for all or any part of the Obligations; (v) to take or omit to take any other action contemplated by or referred to in this Guaranty or any document covering any security for all or any part of the Obligations; and (vi) to take or omit to take any action with respect to this Guaranty, any security for all or any part of the Obligations or any document covering any such security, all as such officer may determine in his or her sole discretion. The undersigned hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of the Guarantor.. 107

Officer Authority. The Guarantor authorizes its Chairman, President, and each of its Executive Vice Presidents and Vice Presidents, respectively, from time to time, severally and not jointly, on behalf and in the name of the Guarantor from time to time in the discretion of such officer, to take or omit to take any and all action and to execute and deliver any and all documents and instruments which such officer may determine to be necessary or desirable in relation to, and perform any obligations arising in connection with, this Guaranty and any of the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives to each such officer severally the power and right on behalf of the Guarantor, without notice to or assent by the Guarantor, to do all or any of the following: (i) to execute and deliver any amendment, waiver, consent, supplement, other modification or reaffirmation of this Guaranty or any document relating hereto, and to perform any obligation arising in connection herewith or therewith; (ii) to sell, transfer, assign, encumber or otherwise deal in or with any security for this Guaranty or any part thereof; (iii) to grant liens, security interests or other encumbrances on or in respect of any property or assets of the Guarantor, whether now owned or hereafter acquired, in favor of the Lenders Holders of Secured Obligations and the Agent; (iv) to send notices, directions, orders and other communications to any Person relating to this Guaranty, or any security for all or any part of the Secured Obligations; (v) to take or omit to take any other action contemplated by or referred to in this Guaranty or any document covering any security for all or any part of the Secured Obligations; and (vi) to take or omit to take any action with respect to this Guaranty, any security for all or any part of the Secured Obligations or any document covering any such security, all as such officer may determine in his or her sole discretion. The undersigned hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of the Guarantor.

Officer Authority. The Guarantor authorizes its Chairman, President, and each of its Executive Vice Presidents and Vice Presidents, respectively, from time to time, severally and not jointly, on behalf and in the name of the Guarantor from time to time in the discretion of such officer, to take or omit to take any and all action and to execute and deliver any and all documents and instruments which such officer may determine to be necessary or desirable in relation to, and perform any obligations arising in connection with, this Guaranty and any of the transactions contemplated hereby, and, without limiting the generality of the foregoing, hereby gives to each such officer severally the power and right on behalf of the Guarantor, without notice to or assent by the Guarantor, to do the following: (i) to execute and deliver any amendment, waiver, consent, supplement, other modification or reaffirmation of this Guaranty or any document relating heretocovering any of the security for this Guaranty, and to perform any obligation arising in connection herewith or therewith; (ii) to sell, transfer, assign, encumber or otherwise deal in or with any the security for this Guaranty or any part thereof; (iii) to grant liens, security interests or other encumbrances on or in respect of any property or assets of the Guarantor, whether now owned or hereafter acquired, in favor of the Lenders Banks, the Issuing and Paying Agent and the Administrative Agent; (iv) to send notices, directions, orders and other communications to any Person relating to this Guaranty, or any the security for all or any part of the Obligations; (v) to take or omit to take any other action contemplated by or referred to in this Guaranty or any document covering any of the security for all or any part of the Obligations; and (vi) to take or omit to take any action with respect to this Guaranty, any of the security for all or any part of the Obligations or any document covering any such security, all as such officer may determine in his or her sole discretion. The undersigned hereby certifies that he/she has all necessary authority to grant and execute this Guaranty on behalf of the Guarantor.