Common use of Authorized Company Officers Clause in Contracts

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for the advice or instructions. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three business days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering any such advice or action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officer.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Operating Officer, any Executive Vice President, any Senior Vice President, the TreasurerSecretary, any Assistant Secretary, the Secretary Treasurer or any Assistant Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreementduties, and such advice or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for such instructions. The Rights Agent shall be fully authorized and protected in relying upon the advice or instructionsmost recent instructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Agreement Plan and the date on and/or after which such action shall be taken or taken, suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company or any other Person for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three business days (3) Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering of any such advice or action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered taken or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officer.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the Chairman of the Board of DirectorsChief Executive Officer, the Chief Executive Financial Officer, the President, the Chief Financial Operating Officer, any Vice Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Treasurer Secretary or Assistant Secretary any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this AgreementPlan, and such advice or instructions authorization shall be provide full authorization and protection to the Rights Agent Agent, and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, taken or suffered or omitted to be taken by it in good the absence of bad faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for the advice or these instructions. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered taken or omitted by the Rights Agent with respect to its duties or obligations under this Agreement Plan and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three business days (3) Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering of any such advice or action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered taken or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officer.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for those instructions. The Rights Agent shall be fully authorized and protected in relying upon the advice or instructionsmost recent instructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three business days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering of any such advice or action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officeromitted to be taken.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of person reasonably believed by the Chairman of Rights Agent to be the Board of Directors, the President and Chief Executive Officer, the President, the Chief Operating Officer and Chief Financial Officer, any Vice President, Officer or the Treasurer, the Corporate Secretary or any Assistant and Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall be provide full authorization and protection to the Rights Agent and the Rights Agent Agent, and it shall incur no liability not be liable for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the written advice or instructions of any such officer or for any delay in acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructionsinstructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered taken or omitted by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken, suffered or omitted to be taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three business days (3) Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking taking, suffering or suffering omitting to take of any such advice or action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officeromitted to be taken.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the advice or instructionsmost recent instructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or taken, suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three business days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering of any such advice or action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officer.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder and certificates delivered pursuant to any provision hereof from any one of the Chairman of the Board of DirectorsBoard, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the TreasurerSecretary, any Assistant Secretary, the Secretary Treasurer or any Assistant Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreementduties, and such advice or instructions instruction shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, taken or suffered or omitted to be taken by it by it, in good faith the absence of bad faith, in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for the advice or those instructions. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered taken or omitted by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received from any such officer, and shall not be liable to the Company for any action taken, suffered or omitted to be taken or suffered by, or omission of, by the Rights Agent in the absence of bad faith in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three business days five Business Days after the date any such officer of the Company actually receives such application, application unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering any such advice or action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officer.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or written instructions with respect to the performance of its duties hereunder and certificates delivered pursuant to any provision hereof from any person believed by the Rights Agent to be from any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel or any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary President of the CompanyCompany and such other officers of the Company as the Board may designate, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall be provide full authorization and protection to the Rights Agent and the Rights Agent Agent, and it shall incur no liability not be liable for or in respect of any action taken, suffered suffered, or omitted to be taken by it in good faith in accordance with the written advice or instructions of any such officer or for any delay in acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructionsinstructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered taken or omitted by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered bytaken, suffered, or omission of, omitted to be taken by the Rights Agent in accordance with a proposal included in any such application on or after (but not including) the date specified therein in such application (which date shall must not be less than three business days after 10 Business Days after, but not including, the date on which any such director or officer of the Company actually receives such application, unless any such director or officer shall have has consented in writing to an earlier date) unless, prior to taking or suffering any such advice or action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions has received, in response to such application application, written instructions with respect to the proposed action or omission specifying the a different action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officeromitted to be taken.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board of Directors, the President and Chief Executive Officer, the PresidentChief Operating Officer, the Executive Vice President and Chief Financial Officer, any Officer and the Senior Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant General Counsel and Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreementduties, and such advice or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for the advice or those instructions. Any The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received by any such officer. The Rights Agent may apply for written instructions from the Company and any such application by the Rights Agent for such written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three business days five Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering any such advice or action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officer.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the TreasurerPresident (regardless of designation), the Secretary or any Assistant Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for those instructions. The Rights Agent shall be fully authorized and protected in relying upon the advice or instructionsmost recent instructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three business days five Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering of any such advice or action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officeromitted to be taken.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or written instructions with respect to the performance of its duties hereunder and certificates delivered pursuant to any provision hereof from any person reasonably believed by the Rights Agent to be one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, the Corporate Secretary, the Controller or any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall be provide full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, taken or suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructionsinstructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered taken or omitted by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three business days (3) Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering of any such advice or action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered taken or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officer.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board of DirectorsExecutive Chairman, the President and Chief Executive Officer, the President, Chief Digital Officer or the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary Officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreementduties, and such advice or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for those instructions. The Rights Agent shall be fully authorized and protected in relying upon the advice or instructionsmost recent instructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three business days five (5) Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking taking, suffering, or suffering omitting to take any such advice or action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officeromitted to be taken.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for those instructions. The Rights Agent shall be fully authorized and protected in relying upon the advice or instructionsmost recent instructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three business days Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering any such advice or action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officer.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant the Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreementduties, and such advice or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for those instructions. The Rights Agent shall be fully authorized and protected in relying upon the advice or instructionsmost recent instructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Agreement Plan and the date on and/or or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three business days five (5) Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering any such advice or action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officeromitted to be taken.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of person reasonably believed by the Chairman of Rights Agent to be the Board of Directors, the President and Chief Executive Officer, the President, the Chief Operating Officer and Chief Financial Officer, any Vice President, Officer or the Treasurer, the Corporate Secretary or any Assistant and Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall be provide full authorization and protection to the Rights Agent and the Rights Agent Agent, and it shall incur no liability not be liable for or in respect of any action taken, suffered suffered or omitted to be taken by it in good faith in accordance with the written advice or instructions of any such officer or for any delay in acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructionsinstructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered taken or omitted by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effectiveeffective. The Rights Agent shall not be liable to the Company for any action taken, suffered or omitted to be taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three business days (3) Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking taking, suffering or suffering omitting to take of any such advice or action (or the effective effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officeromitted to be taken.

Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreementduties, and such advice or instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur no liability not be liable for or in respect of any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for those instructions. The Rights Agent shall be fully authorized and protected in relying upon the advice or instructionsmost recent instructions received by any such officer. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken, suffered or omitted by the Rights Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three business days Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or suffering any such advice or action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officer.