ATTORNEYS-IN-FACT AND SHALL NOT BE RESPONSIBLE, EXCEPT AS
TO MONEY OR SECURITIES RECEIVED BY IT OR ITS AUTHORIZED AGENTS, FOR THE
NEGLIGENCE OR MISCONDUCT OF ANY SUCH AGENTS OR ATTORNEYS-IN-FACT SELECTED AND
MONITORED BY IT WITH REASONABLE CARE.
(K)
RESIGNATION OF AGENT. THE AGENT MAY RESIGN AS AGENT UPON 30 DAYS'
WRITTEN NOTICE TO THE PURCHASERS AND THE BORROWERS. IF THE AGENT SHALL RESIGN AS
AGENT UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS, THEN THE MAJORITY PURCHASERS
SHALL APPOINT FROM AMONG THE PURCHASERS OR THEIR AFFILIATES A SUCCESSOR AGENT
FOR THE PURCHASERS, WHICH SUCCESSOR AGENT SHALL (UNLESS AN EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING) BE APPROVED BY THE BORROWERS (WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED), WHEREUPON SUCH
SUCCESSOR AGENT SHALL SUCCEED TO THE RIGHTS, POWERS AND DUTIES OF THE AGENT, AND
THE TERM "AGENT" SHALL MEAN SUCH SUCCESSOR AGENT EFFECTIVE UPON SUCH APPOINTMENT
AND APPROVAL, AND THE FORMER AGENT'S RIGHTS, POWERS AND DUTIES AS AGENT SHALL BE
TERMINATED, WITHOUT ANY OTHER OR FURTHER ACT OR DEED ON THE PART OF SUCH FORMER
AGENT OR ANY OF THE PARTIES TO THIS AGREEMENT, THE LOAN DOCUMENT OR ANY HOLDERS
OF THE NOTES. IF NO SUCCESSOR AGENT HAS ACCEPTED APPOINTMENT AS AGENT BY THE
DATE THAT IS 30 DAYS FOLLOWING A RETIRING AGENT'S NOTICE OF RESIGNATION, THE
RETIRING AGENT'S RESIGNATION SHALL NEVERTHELESS THEREUPON BECOME EFFECTIVE AND
THE PURCHASERS (TAKING ACTIONS BY APPROVAL OF THE MAJORITY PURCHASERS) SHALL
ASSUME AND PERFORM ALL OF THE DUTIES OF THE AGENT HEREUNDER UNTIL SUCH TIME, IF
ANY, AS THE PURCHASERS APPOINT A SUCCESSOR AGENT AS PROVIDED FOR ABOVE. AFTER
ANY RETIRING AGENT'S RESIGNATION AS AGENT, THE PROVISIONS OF THIS SECTION 11.18
SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT
WHILE IT WAS AGENT UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS.
(L)
BORROWER'S ABILITY TO RELY ON AGENT'S AUTHORITY. THE BORROWERS
SHALL BE ENTITLED TO RELY UPON ANY CERTIFICATE, NOTICE OR OTHER DOCUMENT OR
OTHER ADVICE, STATEMENT OR INSTRUCTION PROVIDED TO IT BY AGENT PURSUANT TO THIS
AGREEMENT OR THE LOAN DOCUMENTS, AND THE
29
BORROWERS SHALL GENERALLY BE ENTITLED TO DEAL WITH AGENT WITH RESPECT TO MATTERS
UNDER THIS AGREEMENT OR THE LOAN DOCUMENTS WHICH AGENT IS AUTHORIZED TO DEAL
WITH WITHOUT ANY OBLIGATION WHATSOEVER TO SATISFY ITSELF AS TO THE AUTHORITY OF
AGENT TO ACT ON BEHALF OF THE PURCHASERS AND WITHOUT ANY LIABILITY WHATSOEVER TO
THE PURCHASERS FOR RELYING UPON ANY CERTIFICATE, NOTICE OR OTHER DOCUMENT OR
OTHER ADVICE, STATEMENT OR INSTRUCTION PROVIDED TO IT BY AGENT, NOTWITHSTANDING
ANY LACK OF AUTHORITY OF AGENT TO PROVIDE THE SAME.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
The Borrowers:
XPLORE TECHNOLOGIES CORP.
By:
/s/ Michael J. Rapisand
Name:
Michael J. Rapisand
Title:
Chief Financial Officer
XPLORE TECHNOLOGIES
CORPORATION OF AMERICA
By:
Name:
Title:
Signature Page to Note Purchase Agreement
The Initial Purchasers:
PHOENIX