Common use of Employment of Agents and Counsel Clause in Contracts

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the LendersBanks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Documenthereunder.

Employment of Agents and Counsel. The Agent may execute any of its duties as the Agent hereunder and under any other Loan Document by or through employees, agents, and attorneysattorney-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute undertake any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable liable to the Lenders, except as to money or securities received by it them or its their authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the LendersLenders or the Issuing Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and the Issuing Banks and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the LendersBanks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its -------------------------------- duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it the Agent or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Any Agent may execute any of its respective duties as an Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its -------------------------------- duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-attorneys in fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document. 10.7.

Employment of Agents and Counsel. The Agent may execute any of its duties as the Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it the Agent or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as the Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as an Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of -------------------------------- its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable responsible to any of the Lenders, except as to money the Company or securities received by it or its authorized agents, any other Obligor for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in good faith. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-attorneys in fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Any Agent may execute any of its respective duties as an Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Except as may otherwise be provided in Section 8.2, the Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable responsible to any of the Lenders, except as to money the Borrower or securities received by it or its authorized agents, any other Obligor for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in good faith. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document Financing Agreements by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan DocumentFinancing Agreements.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it the Agent or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as the Agent hereunder and under any other Loan Document by or through employees, agents, attorneys and attorneys-in-fact and so long as it exercises reasonable care in the selection of such parties, the Agent shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for due solely to the default default, negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable careparties. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the LendersLenders or the L/C Issuer, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Except as may otherwise be provided in Section 8.2, the Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the LendersLenders or the Co-Agents, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute undertake any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable liable to the Lenders, except as to money or securities received by it them or its their authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to take and rely upon advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the LendersBanks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders Banks and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to rely on advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneysattorney-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable responsible to any of the Lenders, except as to money any Borrower or securities received by it or its authorized agents, any other Obligor for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in good faith. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute perform any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of -------------------------------- its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.. 10.7

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable responsible to the LendersCompany, except as to money any other Obligor or securities received by it or its authorized agents, any Lender for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in the absence of gross negligence and willful misconduct. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute any of ---------------------------------- its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Operative Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the LendersParticipants, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders Participants and all matters pertaining to the Agent's duties hereunder and under any other Loan Operative Document.

Employment of Agents and Counsel. The Agent may execute any -------------------------------- of its duties as Agent hereunder and under any other Loan Credit Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Financing Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the LendersBanks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders Banks and all matters pertaining to the Agent's duties hereunder and under any other Loan Financing Document.

Employment of Agents and Counsel. The Agent Agents may execute any of its duties as Agent the Agents hereunder and under any other Loan Document by or through employees, agents, and attorneysattorney-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent Agents shall be entitled to advice of counsel concerning the contractual arrangement between the Agent Agents and the Lenders and all matters pertaining to the Agent's Agents' duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of -------------------------------- its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Transaction Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Transaction Document.

Employment of Agents and Counsel. The Agent may execute any of its -------------------------------- duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact fact, and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between among the Agent and the Lenders Lenders, as the case may be, and all matters pertaining to the Agent's its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as the applicable Agent hereunder and or under any the other Loan Document Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, Lenders for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency created hereby and by the other Loan Documents and its duties hereunder and under any other Loan Documentthereunder.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the LendersLenders or the Issuing Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and the Issuing Banks and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any -------------------------------- of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable responsible to any of the Lenders, except as to money the Company or securities received by it or its authorized agents, any other Obligor for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in good faith. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent Agents may execute any of its their duties as Agent hereunder and under any other Loan Document by or through their respective employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it an Agent or its their respective authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it such Agent with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute -------------------------------- any of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable responsible to any of the Lenders, except as to money the Company or securities received by it or its authorized agents, any other Obligor for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in good faith. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-attorneys in fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.. 10.7

Employment of Agents and Counsel. The Agent may execute any of its duties as the Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact attorneys‑in‑fact and shall not be answerable to the Lenders, except as to money or securities received by it the Agent or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Credit Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the LendersBanks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders Banks and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of -------------------------------- its duties as Agent hereunder and under any other Loan Credit Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute any of -------------------------------- its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable responsible to any of the Lenders, except as to money the Borrowers or securities received by it or its authorized agents, any other Obligor for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in good faith. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent Agents may execute any of its their duties as Agent Agents hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-in- fact selected by it with reasonable care. The Agent Agents shall be entitled to advice of counsel concerning the contractual arrangement between the Agent Agents and the Lenders and all matters pertaining to the Agent's Agents' duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Transaction Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Transaction Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as an Agent hereunder and under any other Loan Document by or through employees, agents, and attorneysattorney-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its his duties as Agent hereunder and under any other the Loan Document Documents by or through employees, agents, and attorneysattorney-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it him or its his authorized agents, agents and for the default or misconduct of any such agents or attorneys-in-fact selected by it Agent with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's Agency hereby crated and his duties hereunder and under any other Loan Documenthereunder.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the LendersBanks, except as to money or securities or other Property received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of -------------------------------- its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the LendersBanks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders Banks and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as Agent hereunder and under any other Loan Credit Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Term Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents Agent or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel their respective counsels concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent Agents may execute any of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable responsible to any of the Lenders, except as to money the Company or securities received by it or its authorized agents, any other Obligor for the default or misconduct of any such agents Managing Agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in good faith. The Agent Agents shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and their duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Any Agent may execute any of its -------------------------------- respective duties as an Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable responsible to any of the Lenders, except as to money the Holding Company or securities received by it or its authorized agents, any other Obligor for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in good faith. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document Financing Agreement by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it Agent or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan DocumentFinancing Agreement.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact infact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable responsible to any of the Lenders, except as to money or securities received by it or its authorized agents, Lenders for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in good faith. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-attorneys in fact and shall not be answerable responsible to any of the Lenders, except as to money the Company or securities received by it or its authorized agents, any other Obligor for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable carethe Agent acting in good faith. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.. 1.10 1.11

Employment of Agents and Counsel. The Any Agent may execute any of -------------------------------- its respective duties as an Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact attorneys‑in‑fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact attorneys‑in‑fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may -------------------------------- execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-in- fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document. 10.7.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the Lenders, except as to money or securities received by it the Agent or its authorized agents, for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's ’s duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as the Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it the Agent or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Operative Document by or through employees, agents, and attorneys-in-attorneys in fact and shall not be answerable to the LendersParticipants, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders Participants and all matters pertaining to the Agent's duties hereunder and under any other Loan Operative Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as an Agent hereunder and under any other Loan Document by or through employees, agents, and attorneysattorney-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Each Agent shall be entitled to advice of counsel concerning the contractual arrangement between the such Agent and the Lenders and all matters pertaining to the such Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under this Agreement or any other Loan Credit Document by or through employees, agents, agents and attorneys-in-fact and shall 87 96 not be answerable responsible to any of the Lenders, except as to money the Company or securities received by it or its authorized agents, any other Obligor for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable carethe Agent acting in good faith. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and or under any other Loan Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, Lenders except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its -------------------------------- duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent 56 shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as the Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it the Agent or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it the Agent with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute undertake any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable liable to the LendersBanks, except as to money or securities received by it them or its their authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document Financing Agreements by or through employees, agents, Agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agentsAgents, for the default or misconduct of any such agents Agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan DocumentFinancing Agreements.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, agents and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities -42- received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute -------------------------------- undertake any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable liable to the Lenders, except as to money or securities received by it them or its their authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent's agency hereby created and its duties hereunder and under any other Loan Document.. 10.7