The ​ may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the ​. The ​ 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 IX] shall apply to any such sub-agent and to the Related Parties of the ​ and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as ​. The ​ shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the ​ acted with gross negligence or willful misconduct in the selection of such sub-agents.

The [[Lenders:[[Organization A:Organization]] may perform any of and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the [[Lenders:Organization A:Organization]]. The [[Lenders:Organization A:Organization]] and any such sub-agent may perform any of and all of itstheir duties and exercise itstheir rights and powers by or through their respective Related Parties. The exculpatory provisions of this [Article IX]Article shall apply to any such sub-agent and to the Related Parties of the [[Lenders:Organization A:Organization]] and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilitiescredit facility provided for herein as well as activities as [[Lenders:Organization A:Organization]]. The ​No Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the ​ acted with gross negligence or willful misconduct in the selection of such sub-agents.

TheSECTION # Delegation of Duties. Each [[Lenders:Agent:Organization]] may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan DocumentDocuments by or through any one or more sub-sub agents appointed by thesuch [[Lenders:Agent:Organization]]. TheEach [[Lenders:Agent:Organization]] and any such sub-agentsub ​ may perform any and all of its duties and exercise its rights and powers by or through their respective ​-Related Parties.Persons. The exculpatory provisions of this [Article IX]Article shall apply to any such sub-agentsub ​ and to the ​-Related PartiesPersons of the ​Agents and any such sub-agent,sub ​, and shall apply to their respective activities in connection with the syndication of the Facilitiescredit facilities provided for herein as well as activities as the Agents. Notwithstanding anything herein to the contrary, with respect to each sub [[Lenders:Agent:Organization]] appointed by an ​, # such sub ​ shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Loan Parties and the Lenders, # such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub ​, and # such sub ​ shall only have obligations to the ​ that appointed it as sub ​ and not to any Loan Party, ​ or any other Person and no Loan Party, ​ or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub [[Agent:Organization]]. TheEach [[Lenders:Agent:Organization]] shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that thesuch [[Lenders:Agent:Organization]] acted with gross negligence or willful misconduct in the selection of such sub-sub agents.

. The [[Lenders:Administrative Agent:Organization]] may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-sub‑agents appointed by the [[Lenders:Administrative Agent:Organization]]. The [[Lenders:Administrative Agent:Organization]] and any such sub-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 IX]Article IX shall apply to any such sub-sub‑agent and to the Related Parties of the [[Lenders:Administrative Agent:Organization]] and any such sub-sub‑agent, and shall apply to their respective activities in connection with the syndication of the Facilitiescredit facilities provided for herein as well as activities as [[Lenders:Administrative Agent:Organization]]. The [[Lenders:Administrative Agent:Organization]] shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealablenonappealable judgment that the [[Lenders:Administrative Agent:Organization]] acted with gross negligence or willful misconduct in the selection of such sub-agents.

The [[Lenders:Administrative Agent:Organization]] may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the [[Lenders:Administrative Agent:Organization]]. The [[Lenders:Administrative Agent:Organization]] 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 IX]Article shall apply to any such sub-agent and to the Related Parties of the [[Lenders:Administrative Agent:Organization]] and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as [[Lenders:Administrative Agent:Organization]]. The [[Lenders:Administrative Agent:Organization]] shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealablenonappealable judgment that the [[Lenders:Administrative Agent:Organization]] acted with gross negligence or willful misconduct in the selection of such sub-agents.

The ​Each Agent may perform any and all of its duties and exercise its rights and powers hereunderunder this Agreement or under any other Loan Document by or through any one or more sub-agents appointed by such Agent, provided that any such appointment of a sub-agent, other than to a [[Organization C:Organization]] or an Affiliate of a [[Organization C:Organization]] (other than any Disqualified Institution), shall require the ​express written consent of the Borrower and provided that, for the avoidance of doubt, each sub-agent shall become bound by, and subject to [Section 9.12]. The ​Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through theirits respective Related Parties. The exculpatoryexculpatory, indemnification and other provisions of this [Article IX][Section 8.03] and of [Section 8.06] shall apply to any such sub-agent and to the Related Parties of the ​ and any such sub-agent,each Agent and shall apply to their respective activities in connection with the syndication of the Facilitiescredit facilities provided for herein as well as activities as an Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this [Section 8.03] and of [Section 8.06] shall apply to any such sub-agent and to the Related Parties of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and its Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by an Agent, # such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of Loan Parties and the Lenders, # such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and # such sub-agent shall only have obligations to the Agent that appointed it and not to any Loan Party, [[Lenders:Organization]]. The [[Lenders:Organization C:Organization]] or any other Person and no Loan Party, [[Organization C:Organization]] or any other Person shall nothave any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent. No Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the ​such Agent acted with gross negligencenegligence, bad faith or willful misconduct in the selection of such sub-agents.agent.

The [[Lenders:#[[Administrative Agent:Organization]] may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the [[Lenders:Administrative Agent:Organization]]. The [[Lenders:Administrative Agent:Organization]] and any such sub-agent may perform any and all of itstheir respective duties and exercise itstheir respective rights and powers by or through their respective Related Parties. The exculpatory provisions of this [Article IX]Article shall apply to any such sub-agent and to the Related Parties of the [[Lenders:Administrative Agent:Organization]] and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities aspursuant to this Agreement. [[Lenders:Organization]]. The [[Lenders:Administrative Agent:Organization]] shall not be responsible for the negligence or misconduct of any sub-agentsagent except to the extent that a court of competent jurisdiction determines in a final and non-appealablenonappealable judgment that the [[Lenders:Administrative Agent:Organization]] acted with gross negligence or willful misconduct in the selection of such sub-agents.agent.

The [[Lenders:Administrative Agent:Organization]] may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan DocumentDocuments by or through any one or more sub-sub‑agents appointed by the [[Lenders:Administrative Agent:Organization]]. The [[Lenders:Administrative Agent:Organization]] and any such sub-sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Agent-Related Parties.Persons. The exculpatory provisions of this [Article IX]Article shall apply to any such sub-sub‑agent and to the Agent-Related PartiesPersons of the [[Lenders:Administrative Agent:Organization]] and any such sub-sub‑agent, and shall apply to their respective activities in connection with the syndication of the Facilitiescredit facilities provided for herein as well as activities as [[Lenders:Administrative Agent:Organization]]. The ​ shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the ​ acted with gross negligence or willful misconduct in the selection of such sub-agents.

The [[Lenders:Organization]Person A:Person]] may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the [[Lenders:Organization]Person A:Person]]. The [[Lenders:Organization]Person A:Person]] 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.officers, directors, employees, agents, advisors and Affiliates. The exculpatory provisions of this [Article IX]Article shall apply to any such sub-agent and to the Related Partiesofficers, directors, employees, agents, advisors and Affiliates of the [[Lenders:Organization]Person A:Person]] and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilitiescredit facilities provided for herein as well as activities as [[Lenders:Organization]Person A:Person]]. The ​ shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the ​ acted with gross negligence or willful misconduct in the selection of such sub-agents.

The ​Section #05Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the ​. The ​such Agent. Any 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 IX]Article IX shall apply to any such sub-agent and to the Related Parties of the ​any Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilitiescredit facilities provided for herein as well as activities as ​. The ​an Agent. No Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the ​such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.