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10.10 Days of Week. If any date for exercise of any right, giving of any <br /> notice, or performance of any provision of this Agreement falls on a Saturday, Sunday or <br /> holiday, the time for performance will be extended to 5:00 p.m. on the next business day. <br /> 10.11 Reasonable Consent and Approval. Except as otherwise provided <br /> in this Agreement, whenever a party is required or permitted to give its consent or approval <br /> under this Agreement, such consent or approval shall not be unreasonably withheld or delayed. <br /> If a party is required or permitted to give its consent or approval in its sole and absolute <br /> discretion or if such consent or approval may be unreasonably withheld, such consent or <br /> approval may be unreasonably withheld but shall not be unreasonably delayed. <br /> 10.12 Further Assurances. The Parties shall at their own cost and <br /> expense execute and deliver such further documents and instruments and shall take such other <br /> actions as may be reasonably required or appropriate to confirm the status of this Agreement or <br /> to carry out the intent and purposes of this Agreement. <br /> 10.13 Waivers. Any waiver by any party shall be in writing and shall not <br /> be construed as a continuing waiver. No waiver will be implied from any delay or failure to take <br /> action on account of any default by any party. Consent by any party to any act or omission by <br /> another party shall not be construed to be a consent to any other subsequent act or omission or <br /> to waive the requirement for consent to be obtained in any future or other instance. <br /> 10.14 Signatures/Counterparts. This Agreement may be executed in two <br /> or more counterparts, each of which shall be deemed an original, but all of which together shall <br /> constitute one and the same instrument. Any one of such completely executed counterparts <br /> shall be sufficient proof of this Agreement. <br /> 10.15 Representation on Authority of Parties. Each person signing this <br /> Agreement represents and warrants that he or she is duly authorized and has legal capacity to <br /> execute and deliver this Agreement. Each party represents and warrants to the other that the <br /> execution and delivery of the Agreement and the performance of such party's obligations <br /> hereunder have been duly authorized and that the Agreement is a valid and legal agreement <br /> binding on such party and enforceable in accordance with its terms. <br /> 10.16 Approvals. Whenever this Agreement calls for Seller approval, <br /> consent, extension or waiver, the written approval, consent, or waiver of the Seller's Executive <br /> Director or his or her. designee(s) shall constitute the approval, consent, extension or waiver of <br /> the Seller, without further authorization required from the Seller's Board. The Seller hereby <br /> authorizes the Agency's Executive Director and his or her designee(s) to deliver any such <br /> approvals, consents, or extensions or waivers as are required by this Agreement, or that do not <br /> otherwise reduce Seller's rights under this Agreement, and to waive requirements under this <br /> Agreement, on behalf of the Seller. <br /> SIGNATURES ON FOLLOWING PAGE <br /> 2870353.2 <br /> 10 <br />