FOR RELYING UPON, ANY NOTICE,
REQUEST, CERTIFICATE, CONSENT, STATEMENT, INSTRUMENT, DOCUMENT OR OTHER WRITING
(INCLUDING ANY ELECTRONIC MESSAGE, INTERNET OR INTRANET WEBSITE POSTING OR OTHER
DISTRIBUTION) REASONABLY BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED,
SENT OR OTHERWISE AUTHENTICATED BY THE PROPER PERSON. EACH AGENT ALSO MAY RELY
UPON ANY STATEMENT MADE TO IT ORALLY OR BY TELEPHONE AND REASONABLY BELIEVED BY
IT TO HAVE BEEN MADE BY THE PROPER PERSON, AND SHALL NOT INCUR ANY LIABILITY FOR
RELYING THEREON. IN DETERMINING COMPLIANCE WITH ANY CONDITION HEREUNDER TO THE
MAKING OF A LOAN THAT BY ITS TERMS MUST BE FULFILLED TO THE SATISFACTION OF A
LENDER, EACH AGENT MAY PRESUME THAT SUCH CONDITION IS SATISFACTORY TO SUCH
LENDER UNLESS SUCH AGENT SHALL HAVE RECEIVED WRITTEN NOTICE TO THE CONTRARY FROM
SUCH LENDER PRIOR TO THE MAKING OF SUCH LOAN. EACH AGENT MAY CONSULT WITH LEGAL
COUNSEL (WHO MAY BE COUNSEL FOR THE BORROWER), INDEPENDENT ACCOUNTANTS AND OTHER
EXPERTS REASONABLY SELECTED BY IT, AND SHALL NOT BE LIABLE FOR ANY ACTION TAKEN
OR NOT TAKEN BY IT IN ACCORDANCE WITH THE ADVICE OF ANY SUCH COUNSEL,
ACCOUNTANTS OR EXPERTS. EACH AGENT MAY AT ANY TIME AND FROM TIME TO TIME SOLICIT
WRITTEN INSTRUCTIONS IN THE FORM OF DIRECTIONS FROM THE REQUIRED LENDERS OR AN
ORDER OF A COURT OF COMPETENT JURISDICTION AS TO ANY ACTION THAT IT MAY BE
REQUESTED OR REQUIRED TO TAKE, OR THAT IT MAY PROPOSE TO TAKE, IN THE
PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER
FINANCING DOCUMENT TO WHICH IT IS PARTY.
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SECTION 10.05
DELEGATION OF DUTIES. EACH AGENT
MAY PERFORM ANY AND ALL OF ITS DUTIES AND EXERCISE ANY AND ALL ITS RIGHTS AND
POWERS HEREUNDER OR UNDER ANY OTHER FINANCING DOCUMENT BY OR THROUGH ANY ONE OR
MORE SUB-AGENTS APPOINTED BY SUCH AGENT. ABSENT GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT IN SELECTING A SUB-AGENT, NO AGENT SHALL BE RESPONSIBLE FOR ANY
ACTION OF, OR FAILURE TO ACT BY, ANY SUB-AGENT THAT HAS BEEN APPROVED BY THE
REQUIRED LENDERS. EACH AGENT AND ANY SUCH SUB-AGENT MAY PERFORM ANY AND ALL OF
ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS BY OR THROUGH THEIR RESPECTIVE
RELATED PARTIES. THE EXCULPATORY PROVISIONS OF THIS ARTICLE X SHALL APPLY TO ANY
SUCH SUB-AGENT AND TO THE RELATED PARTIES OF SUCH AGENT AND ANY SUCH SUB-AGENT,
AND SHALL APPLY TO THEIR RESPECTIVE ACTIVITIES IN CONNECTION WITH THEIR ACTING
AS AGENT.
SECTION 10.06
RESIGNATION OR REMOVAL OF AGENT.
(A)
ANY AGENT MAY RESIGN FROM THE PERFORMANCE OF ALL ITS FUNCTIONS AND DUTIES
HEREUNDER AND/OR UNDER THE OTHER FINANCING DOCUMENTS AT ANY TIME BY GIVING
THIRTY (30) DAYS' PRIOR NOTICE TO THE BORROWER AND THE LENDERS. ANY AGENT MAY BE
REMOVED AT ANY TIME BY THE REQUIRED LENDERS. SUCH RESIGNATION OR REMOVAL SHALL
TAKE EFFECT UPON THE APPOINTMENT OF A SUCCESSOR AGENT, IN ACCORDANCE WITH THIS
SECTION 10.06.
(B)
UPON ANY NOTICE OF RESIGNATION BY
ANY AGENT OR UPON THE REMOVAL OF ANY