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 by or through employees, agents and attorneys-in-fact and shall not be answerable to the 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 all matters pertaining to the agency hereby created and its duties hereunder.

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 agents, and attorneys-in-fact and shall not be answerable liable to the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder 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 BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder 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 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder 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 BanksLenders, 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 agency hereby created Agent's duties hereunder and its duties hereunderunder 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 BanksLenders, 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 agency hereby created Agent's duties hereunder and its duties hereunderunder 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 BanksLenders, 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 agency hereby created Agent’s duties hereunder and its duties hereunderunder 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 BanksLenders, 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 agency hereby created Agent’s duties hereunder and its duties hereunderunder any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder under this Agreement or any other Credit Document by or through employees, agents and attorneys-in-fact and shall not be answerable responsible to any of the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder or under any other Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder under this Agreement or any other Credit Document by or through employees, agents and attorneys-in-fact and shall not be answerable responsible to any of the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder or under any other Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the Banks, except as to money or securities actually received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it in good faith and with reasonable care. The Agent shall be entitled to act upon the advice and opinion of legal counsel concerning all matters pertaining to the agency duties of the agencies hereby created and its duties hereundercreated.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Financing Agreements by or through employees, agents and attorneys-in-fact and shall not be answerable to the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder and under any other Financing Agreements.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through employees, agents and attorneys-in-fact and shall not be answerable to the BanksLenders, 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 in good faith and with reasonable care. The Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the duties of the agency hereby created and its duties hereundercreated.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through agents (other than employees, agents ) and attorneys-in-fact and shall not be answerable to the 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 in good faith and with reasonable care. The Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the duties of the agency hereby created and its duties hereundercreated.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through employees, agents and attorneys-attorneys- in-fact and shall not be answerable to the 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 in good faith and with reasonable care. The Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the duties of the agency hereby created and its duties hereundercreated.

Employment of Agents and Counsel. The Agent may execute any of its their duties as Agent hereunder by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, 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 them with reasonable care. The Agent Agent, at its own expense, shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through employees, agents and attorneys-in-fact and shall not be answerable to the 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 in good faith and with reasonable care. The Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the duties of the agency hereby created and its duties hereundercreated.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the 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 in good faith and with reasonable care. The Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the duties of the agency hereby created and its duties hereundercreated.

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 agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, 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 Agent and the Lenders and all matters pertaining to the agency hereby created Agent’s duties hereunder and its duties hereunderunder any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder under this Agreement or any other Credit Document by or through employees, agents and attorneys-in-fact and shall not be answerable responsible to any of the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder or under any other Credit Document.

Employment of Agents and Counsel. The Agent may execute any -------------------------------- of its duties as Agent hereunder under this Agreement or any other Credit Document by or through employees, agents and attorneys-in-fact and shall not be answerable responsible to any of the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder or under any other Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through employees, agents and attorneys-in-fact and shall not be answerable to the 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 all matters pertaining to the agency hereby created and its duties hereunder.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Transaction Document by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder and under any other Transaction Document.

Employment of Agents and Counsel. The Agent may execute -------------------------------- any of its duties as Agent hereunder under this Agreement or any other Credit Document by or through employees, agents and attorneys-in-fact and shall not be answerable responsible to any of the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder or under any other Credit Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as Agent hereunder by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the 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 in good faith and with reasonable care. The Each Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the agency duties of the agencies hereby created and its duties hereundercreated.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through agents (other than employees, agents ) and attorneys-in-fact and shall not be answerable to the 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-in- fact selected by it in good faith and with reasonable care. The Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the duties of the agency hereby created and its duties hereundercreated.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through employees, agents and attorneys-in-fact and shall not be answerable or liable to the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunder.

Employment of Agents and Counsel. The Agent Agents may execute any of its duties as Agent hereunder under this Agreement or any other Credit Document by or through employees, agents and attorneys-in-fact and shall not be answerable responsible to any of the BanksLenders, 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 all matters pertaining to the agency hereby created and its their duties hereunderhereunder or under any other Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through employees, agents and attorneys-in-fact and shall not be answerable to the 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-in- fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder under this Agreement or any other Credit Document by or through employees, agents and attorneys-in-fact and shall not be answerable responsible to any of the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder or under any other Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under the Notes and any Security Document by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the 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 Banks and all matters pertaining to the agency hereby created and its Agent's duties hereunderunder the Loan Documents.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through employees, agents and attorneys-in-in- fact and shall not be answerable to the 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 all matters pertaining to the agency hereby created and its duties hereunder.

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 agents, and attorneys-in-fact and shall not be answerable liable to the Banks, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder and under any other Loan Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as such Agent hereunder by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the 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 in good faith and with reasonable care. The Each Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the agency duties of the agencies hereby created and its duties hereundercreated.

Employment of Agents and Counsel. The Agent may execute any of -------------------------------- its duties as Agent hereunder by or through employees, agents and attorneys-in-in- fact and shall not be answerable to the 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 all matters pertaining to the agency hereby created and its duties hereunder.

Employment of Agents and Counsel. The Agent may execute any of -------------------------------- its duties as Agent hereunder by or through employees, agents and attorneys-in-fact and shall not be answerable to the BanksLenders, 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 in good faith and with reasonable care. The Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the duties of the agency hereby created and its duties hereundercreated.

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 BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder 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 agents, and attorneys-in-attorneys in fact and shall not be answerable to the BanksLenders, 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 such Agent and the Lenders and all matters pertaining to the agency hereby created such Agent's duties hereunder and its duties hereunderunder any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder and under any other Transaction Document by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunder.or

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 infact and shall not be answerable to the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder and under any other Loan Document.

Employment of Agents and Counsel. The Each Agent may execute any of its duties as Agent hereunder by or through employees, agents agents, and attorneys-attorneys- in-fact and shall not be answerable to the 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 in good faith and with reasonable care. The Each Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the agency duties of the agencies hereby created and its duties hereundercreated.

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

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 BanksLenders, 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 Agent and Lenders and all matters pertaining to the agency hereby created Agent’s duties hereunder and its duties hereunderunder any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its his duties as Agent hereunder under the Loan Documents by or through employees, agents agents, and attorneysattorney-in-fact and shall not be answerable to the BanksLenders, 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 all matters pertaining to the agency Agency hereby created crated and its his duties hereunder.

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 agents, and attorneys-in-fact and shall not be answerable liable to the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder 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 BanksLenders, 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 Agent and Lenders and all matters pertaining to the agency hereby created Agent’s duties hereunder and its duties hereunderunder any other Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the 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 in good faith and with reasonable care. The Agent shall be entitled to advice and opinion of legal counsel concerning all matters pertaining to the duties of the agency hereby created and its duties hereundershall be protected in acting in reliance thereon.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder under this Agreement or any other Credit Document by or through employees, agents and attorneys-in-fact and shall not be answerable responsible to any of the Banks, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder or under any other Credit Document.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder under this Agreement or any other Credit Document by or through employees, agents and attorneys-in-attorneys in fact and shall not be answerable responsible to any of the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder or under any other Credit Document.

Employment of Agents and Counsel. The Agent may execute undertake any of its duties as Agent agent and servicer hereunder and under any Loan Document by or through employees, agents agents, and attorneys-in-fact and shall not be answerable liable to the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder and under any Loan Document.

Employment of Agents and Counsel. The Agent may execute any of its their duties as Agent hereunder by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the Banks, 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 them with reasonable care. The Agent Agent, at its own expense, shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its their duties hereunder.

Employment of Agents and Counsel. The Agent may execute any of its duties as Agent hereunder or under the other Loan Documents by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the 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 all matters pertaining to the agency created hereby created and by the other Loan Documents and its duties hereunderhereunder and thereunder.

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 agents, and attorneys-in-attorneys in fact and shall not be answerable liable to the BanksLenders, 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-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunderhereunder 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 Financing Agreement by or through employees, agents agents, and attorneys-in-fact and shall not be answerable to the BanksLenders, 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 Agent and Lenders and all matters pertaining to the agency hereby created Agent's duties hereunder and its duties hereunderunder any other Financing Agreement.

Employment of Agents and Counsel. The Agent may execute any of its duties as the Agent hereunder by or through employees, agents and attorneys-in-fact and shall not be answerable to the 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 in good faith and with reasonable care. The Agent shall be entitled to rely upon the advice and opinion of legal counsel concerning all matters pertaining to the duties of the agency hereby created and its duties hereundercreated.

Employment of Agents and Counsel. The Agent may execute any of -------------------------------- its duties as Agent hereunder under this Agreement or any other Credit Document by or through employees, agents and attorneys-in-fact and shall not be answerable responsible to any of the BanksLenders, 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 all matters pertaining to the agency hereby created and its duties hereunderhereunder or under any other Credit 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 agents, and attorneys-in-attorneys in fact and shall not be answerable liable to the BanksLenders, 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-attorneys in fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunderhereunder and under any other Loan Document.