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. 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. 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. 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.

Delegation9.2Delegation of Duties. AgentThe Applicable Agents may execute any of itstheir duties under this Agreement or anyand the other Loan DocumentDocuments by or through agents, employeesagents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. AgentThe Applicable Agents shall not be responsible for the negligence or misconduct of any agentagents or attorney-attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.selected by any of them with reasonable care.

Delegation9.2Delegation of Duties. The Administrative Agent may execute any of itstheir duties under this Agreement or anyand the other Loan DocumentDocuments by or through agents, employeesagents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agentagents or attorney-attorneys-in-fact that it selects as long as such selection was made without gross negligence or willful misconduct.selected by any of them with reasonable care.

Section # Delegation of Duties. The Administrative 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 and other consultants or experts concerning all matters pertaining to such duties. The Administrative 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 withoutin the absence of gross negligence or willful misconduct.

Section # Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employeessub-agents or attorneys-in-factfact, and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agentagents, sub-agents or attorney-attorneys-in-fact thatselected by it selects as long as such selection was made without gross negligence or willful misconduct.with reasonable care except to the extent otherwise required by Section 9.03.

Delegation of Duties. The Administrative Agent and the Collateral Agent may each execute any of its duties under this Agreement or anyand the other Loan DocumentDocuments by or through agents, sub-agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall not be responsible for the negligencenegligence, bad faith or misconduct of any agentagents, subagents or attorney-attorneys-in-fact thatselected by it selects as long as such selection was made withoutin the absence of gross negligencenegligence, bad faith or willful misconduct.misconduct (as determined in the final non-appealable judgment of a court of competent jurisdiction).

Delegation of Duties. Each Agent may executeperform any and all of its duties and exercise its rights and powers hereunder or under this Agreement or any other Loan Document by or through agents, employeesany one or attorneys-in-factmore sub-agents appointed by such Agent. 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 shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall be entitledapply to advicetheir respective activities in connection with the syndication of counsel concerning all matters pertaining to such duties. Agent shall not be responsiblethe credit facilities provided for the negligence or misconduct of any agent or attorney-in-fact that it selectsherein as longwell as activities as such selection was made without gross negligence or willful misconduct.Agent.