“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Credit Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 5.1, the secretary or any assistant secretary of a DB1/ 97661265.5

““Responsible Officer”Officer” means the chief executive officer, president, vice president, chief financial officer, manager or executive manager (in the case of any limited liability company), treasurer, assistant treasurer or controller of a Credit Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 5.6.1, the secretary or any assistant secretary of a DB1/ 97661265.5Credit Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Credit Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

“Responsible Officer” means the chief executive officer, president, chief or senior financial officer, treasurer,treasurer or assistant treasurertreasurer, or controller of a Credit Party,such Person, and solely for purposes of the delivery of incumbency certificates pursuant to Section 5.1,4.01, the secretary or any assistant secretary of a DB1/ 97661265.5Loan Party and, solely for purposes of notices given under ARTICLE II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Responsible Officer” means any of the chief executive officer, president,senior vice president and chief financial officer, treasurer, assistantvice president, and treasurer or controller of a Credit Party, andParty and, solely for purposes of the delivery of incumbency certificatesnotices given pursuant to Section 5.1, the secretary or any assistant secretaryArticle II, a Borrowing Officer. Any document delivered hereunder that is signed by a Responsible Officer of a DB1/ 97661265.5Credit Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Credit Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Credit Party.

“Responsible Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, treasurer, assistant treasurer or controller of a Credit Party,Loan Party and solely for purposes of the delivery of incumbency certificates pursuant to Section 5.1,4.01, the secretary or any assistant secretary of a DB1/ 97661265.5Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

““Responsible Officer”Officer” means the chief executive officer, president, chief financial officer, chief accounting officer, senior vice president – financial reporting, vice president – treasury, vice president – accounting policy, treasurer, assistant treasurer or controller of a Credit Party, andBorrower, solely for purposes of the delivery of incumbency certificates pursuant to Section 5.1,4.01, the secretary or any assistant secretary of a DB1/ 97661265.5Borrower and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Borrower so designated by any of the foregoing officers in a notice to the [[Person A:Person]] or any other officer or employee of the applicable Borrower designated in or pursuant to an agreement between the applicable Borrower and the [[Person A:Person]]. Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.

“Responsible Officer” means # the president, chief executive officer, president, chief financial officer, chief operating officer, treasurer, controller, secretary, assistant treasurersecretary or controllerany vice-president of a Credit Party, andthe Company, # solely for purposes of the delivery of incumbency certificates and certified Organizational Documents and resolutions pursuant to Section 5.1, the4.01, any vice president, secretary or any assistant secretary of the Company and # solely for purposes of requests for Loans, interest elections, prepayment notices and notices for Commitment terminations or reductions given pursuant to Article II, any other officer or employee of the Company so designated from time to time by one of the foregoing officers in a DB1/ 97661265.5notice to the Lender (together with evidence of the authority and capacity of each such Person to so act in form and substance satisfactory to the Lender).

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistantofficer or treasurer or controller of a Credit Party,the Borrower and solely for purposes of the delivery of incumbency certificates pursuant to Section 5.1,[Section 3.01] and [Section 3.02], the secretary or any assistant secretary of the Borrower and, solely for purposes of notices given pursuant to Article 2, any other officer or employee of the Borrower so designated by any of the foregoing officers; provided that one of the foregoing officers has provided written notice to the Administrative Agent of such designation (in a DB1/ 97661265.5form reasonably acceptable to the Administrative Agent). Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistantofficer or treasurer or controller of a Credit Party,the Borrower and solely for purposes of the delivery of incumbency certificates pursuant to Section 5.1,[Section 3.01], the secretary or any assistant secretary of the Borrower and, solely for purposes of notices given pursuant to Article 2, any other officer or employee of the Borrower so designated by any of the foregoing officers; provided that one of the foregoing officers has provided written notice to the Administrative Agent of such designation (in a DB1/ 97661265.5form reasonably acceptable to the Administrative Agent). Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.

““Responsible Officer”Officer” means the chief executive officer, president, chief financial officer, treasurer, assistantofficer or treasurer or controller of a Credit Party,the applicable Borrower and solely for purposes of the delivery of incumbency certificates pursuant to Section 5.1,3.01, the secretary or any assistant secretary of the applicable Borrower and, solely for purposes of notices given pursuant to Article 2, any other officer or employee of the applicable Borrower so designated by any of the foregoing officers; provided that one of the foregoing officers has provided written notice to the Administrative Agent of such designation (in a DB1/ 97661265.5form reasonably acceptable to the Administrative Agent). Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.