Common use of Delegation of Duties Clause in Contracts

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and each other Loan Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties hereunder or under this Agreement or any the other Loan Document Credit Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and each other Loan Transaction Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct, as determined by a court of competent jurisdiction.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Delegation of Duties. Each Appointed Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Each Appointed Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Financing Document by or through its, or its Affiliates’, agents, employees or attorneys in attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct. Any such Person to whom Agent delegates a duty shall benefit from this Article 14 to the extent provided by Agent.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Credit Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through its, or its Affiliates’, agents, employees or attorneys in attorneys-in-fact and shall be entitled to obtain and rely upon the advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.

Delegation of Duties. The Agent may execute any of its duties under -------------------- this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Credit Agreement or any other Loan Credit Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Delegation of Duties. Except as otherwise provided in this section, Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in compliance with this section and without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to any Lender for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Operative Agreements by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any the other Loan Document Transaction Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any and the other Loan Document Operative Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to engage and pay for the advice and services of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to the Banks for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Each Agent may execute any of its duties under this Loan Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys in fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, attorneys-in-fact or attorneys in fact through its Related Parties and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent agent, employee, attorney-in-fact or attorney in fact Related Party that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other the Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Neither Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Agreement or any other Loan Credit Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care except to the extent otherwise required by Section 11.03.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact attorneys‑in‑fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact attorney‑in‑fact that it selects as long as such selection was made without in the absence of a finding by a court of competent jurisdiction in a final and nonappealable judgment that Agent acted with gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under -------------------- this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys- in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys attorneys' in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the gross negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence with reasonable care or willful misconductfor any action it takes on the advice of counsel.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document Ancillary Agreement by or through its agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Any Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the Loan Documents. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to engage and pay for the advice and services of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to the Banks for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its -------------------- duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any the other Loan Document Transaction Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.

Delegation of Duties. Agent The Agents may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other of the Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to the advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care except to the extent otherwise required by Section 8.3.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects as long as such selection was made without gross negligence or willful misconductgood faith.

Delegation of Duties. Any Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent The Applicable Agents may execute any of its their duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Applicable Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by any of them with reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by it.

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. Agent may execute any of its duties under this -------------------- Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent the agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Each Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be is entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such those duties. No Agent shall not will be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Delegation of Duties. Agent may execute any of its duties under this Loan Agreement and any duties as Agent or as a party, payee, mortgagee, assignee or beneficiary under any other Loan Document Document, by or through agents, employees affiliates or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such dutiesattorneys-in-fact. Agent shall not be responsible for the negligence or misconduct of any agent agents, affiliates or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by Agent with reasonable care and prudence.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees contractors, or attorneys in attorneys-in-fact and shall will be entitled to advice of counsel concerning all matters pertaining to such those duties. Agent shall will not be responsible for the negligence or misconduct of any agent agents, contractors, or attorney attorneys-in-fact selected by it in fact that it selects as long as such selection was made without gross negligence or willful misconductgood faith.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made in good faith, and without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsAgents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent Agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Operative Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agent, employee, or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. Each of Agent and Revolving Agent may execute any of its their respective duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent nor Revolving Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. An Agent may execute any of its duties hereunder or under this Agreement or any the other Loan Document Senior Finance Documents by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. An Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney attorneys-in-fact selected by it in fact that it selects as long as such selection was made without the absence of bad faith, gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Loan Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care except to the extent otherwise required by Section 9.3.

Delegation of Duties. Agent may execute any of its respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to rely on advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by Agent with reasonable care.

Delegation of Duties. Agent The Agents may execute any of its their respective duties under this Agreement or any and the other Loan Document Documents by or through agents, employees any agent or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as selected by such selection was made without gross negligence or willful misconductAgent with reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees employees, or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Loan Agreement or any and the other Loan Document Operative Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent The Agents may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents to which the Agent is a party or under which the Agent is granted any right or remedy by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to any Lender for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsits agents or attorneys-in-fact, employees or attorneys in fact and shall be entitled to the advice of counsel concerning all matters pertaining to such dutiesits rights and duties hereunder or under the Loan Documents. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconductmisconduct or made in breach in bad faith of Agent’s obligations hereunder or under any other Loan Document (in each case, as a finally determined by a court of competent jurisdiction).

Delegation of Duties. Agent The Agents may execute any of its duties under this Agreement or any other Loan Document by or through Affiliates, agents, employees or attorneys in fact attorneys-in-fact, such sub-agents as shall be deemed necessary by the Agents, and shall be entitled to advice of counsel counsel, both internal and external, and other consultants or experts concerning all matters pertaining to such duties. Agent The Agents shall not be responsible for the negligence or misconduct of any agent or attorney in sub-agent or attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and each other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document Financing Agreement by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of legal counsel and other consultants, independent public accountants or experts concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconductmisconduct as finally determined in a non-appealable judicial proceeding.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees sub-agents, employees, or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agent, sub-agent, employee, or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to the advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any and the other Loan Document Credit Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Paying Agent may execute any of its duties under this Agreement or any other Loan Financing Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Paying Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct.

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. The Agent may execute any of its respective duties under this Agreement or any the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconductselected by the Agent with reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Operative Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct, but Agent covenants to monitor and supervise in a reasonable manner the conduct of such agents or attorneys-in-fact in furtherance of Agent's duties hereunder.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agentsAgents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent Agent or attorney in fact that it selects as long as such selection was made without gross negligence negligence, bad faith or willful misconduct.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any and the other Loan Document Documents by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent agents or attorney in attorneys-in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact except to the extent that it selects as long as such selection was made without a court of competent jurisdiction determines in a final and nonappealable order that Agent acted with gross negligence or willful misconductmisconduct in the selection of such agent(s) or attorney(s) in fact.

Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Security Document by or through agents, employees or attorneys in attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney in attorney-in-fact that it selects as long as such selection was made without in the absence of gross negligence or willful misconduct. The exculpatory provisions of Section 20 and this Section shall apply to any such agent, employee or attorney-in-fact.

Delegation of Duties. The Agent may execute any of its duties -------------------- under this Agreement or any other Loan Document by or through agents, employees agents or attorneys in attorneys-in-fact and shall be entitled to engage and pay for the advice and services of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible to the Banks for the negligence or misconduct of any agent agents or attorney in attorneys in-fact that selected by it selects as long as such selection was made without gross negligence or willful misconductwith reasonable care.

Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys attorneys’ in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.