Common use of Waiver of Liability; Indemnity Clause in Contracts

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch (“DBNY”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY in its individual capacity as a Creditor. DBNY and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY were not acting as the First-Lien Collateral Agent or Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, also agrees that the First-Lien Creditors and the U.S. First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the U.S. First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the U.S. First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, agrees that the First-Lien Creditors and the U.S. First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the U.S. First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Documents agrees that neither the U.S. First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG AG, New York Branch (“DBNYBank”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY Bank were not the U.S. First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY Bank in its individual capacity as a Creditor. DBNY Bank and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY Bank were not acting as the U.S. First-Lien Collateral Agent or Second- Second-Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf Each of itself the Trustee and the Second-Lien Creditors, Subordinated Creditor also agrees that the First-Lien Senior Creditors and the First-Lien Collateral Senior Agent shall have no liability to the Second-Lien Collateral Agent Trustee or any other Second-Lien Creditorsthe Subordinated Creditor, and each of the Second-Lien Collateral Agent, on behalf of itself Trustee and the Second-Lien Creditors, Subordinated Creditor hereby waives any claim against any First-Lien Senior Creditor or the First-Lien Collateral Senior Agent, arising out of any and all actions which the First-Lien Senior Creditors or the First-Lien Collateral Senior Agent may take or permit or omit to take with respect to: (i) the First-Lien Senior Debt Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Senior Collateral), (ii) the collection of the First-Lien Senior Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf Each of itself the Trustee and the Second-Lien Creditors, Subordinated Creditor agrees that the First-Lien Senior Creditors and the First-Lien Collateral Senior Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Senior Obligations or otherwise. Neither the First-Lien Collateral Senior Agent nor any other First-Lien Senior Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Company or any other Grantor or upon the request of the Second-Lien Collateral AgentTrustee, any other holder of Second-Lien Subordinated Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Subordinated Creditor by accepting the benefits of the Second-Lien Subordinated Security Documents agrees that neither the First-Lien Collateral Senior Agent nor any other First-Lien Senior Creditor (in directing the Collateral Agent Trustee to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling marshalling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Senior Obligations or Second-Lien Subordinated Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch Xxxxxxx Xxxxx Credit Partners L.P. (“DBNYBank”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY Bank were not the First-Lien Collateral Agent or the Second-Lien Collateral Senior Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY Bank in its individual capacity as a Creditor. DBNY Bank and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates affiliates as if DBNY Bank were not acting as the First-Lien Collateral Senior Agent or Second- Lien Collateral Agent Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Subordinated Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Subordinated Notes Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Subordinated Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch Trust Company Americas (“DBNYDBTCA”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY DBTCA were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY DBTCA in its individual capacity as a Creditor. DBNY DBTCA and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY DBTCA were not acting as the First-Lien Collateral Agent or Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take in accordance with applicable laws and the terms of this Agreement with respect to: (i) the First-Lien Documents (including, without limitation, including any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofthe 1. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Notes Documents agrees that neither the First-Lien Collateral Agent Agents nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch (“DBNY”) BMO shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY BMO were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY BMO in its individual capacity as a Creditor. DBNY BMO and its affiliates Affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY BMO were not acting as the First-Lien Collateral Agent or Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, including any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofthereof except as expressly provided in Section 4.1. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Notes Documents agrees that neither the First-Lien Collateral Agent Agents nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch (“DBNY”) JPMorgan shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY JPMorgan were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY JPMorgan in its individual capacity as a Creditor. DBNY JPMorgan and its affiliates Affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY JPMorgan were not acting as the First-Lien Collateral Agent or Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf Each of itself and the Second-Lien Creditors, Creditors (by its acceptance of the benefits of the Second-Lien Note Documents) also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to any of the Second-Lien Collateral Agent or any other Second-Lien Creditors, and each of the Second-Lien Collateral Agent, on behalf Creditors (by its acceptance of itself and the benefits of the Second-Lien Creditors, Note Documents) hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Jefferies Finance LLC and/or U.S. Bank AG New York Branch National Association (each a “DBNYFinancial Institution”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY such Financial Institution were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY each Financial Institution in its individual capacity as a Creditor. DBNY Each Financial Institution and its respective affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY such Financial Institution were not acting as the First-Lien Collateral Agent or Second- Second-Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral)Credit Documents, (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch (“DBNY”) of America shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY Bank of America were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY Bank of America in its individual capacity as a Creditor. DBNY Bank of America and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY Bank of America were not acting as the First-Lien Collateral Agent or Second- Second-Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral AgentTrustee, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent Trustee or any other Second-Lien Creditors, and the Second-Lien Collateral AgentTrustee, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral AgentTrustee, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or any other Grantor or upon the request of the Second-Lien Collateral AgentTrustee, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the First-Lien Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch (“DBNYBank”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY Bank were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY Bank in its individual capacity as a Creditor. DBNY Bank and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY Bank were not acting as the First-Lien Collateral Agent or Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or any other Grantor or upon the request of the Second-Lien Collateral Agent, any E-23 other holder of Second-Lien Subordinated Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Subordinated Notes Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Subordinated Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch Trust Company Americas (“DBNYDBTCA”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY DBTCA were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY DBTCA in its individual capacity as a Creditor. DBNY DBTCA and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY DBTCA were not acting as the First-Lien Collateral Agent or Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), and the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each also agrees agree that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to any of the Second-Lien Collateral Agent, any Second-Lien Creditors, the Third-Lien Collateral Agent or any other SecondThird-Lien Creditors, ; and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), and the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents) each hereby waives waive any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Credit Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), and the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, agrees and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to any of them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the or any other Grantor or upon the request of the Second-Lien Collateral Agent, the Third-Lien Collateral Agent, any other holder of Second-Lien Obligations, any other holder of Third-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each Second-Lien Creditor (by accepting its acceptance of the benefits of the Second-Lien Security Documents agrees Note Documents) and the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations, Second-Lien Obligations or SecondThird-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) After the Discharge of the First-Lien Obligations occurs, the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each also agree that the Second-Lien Creditors and the Second-Lien Collateral Agent shall have no liability to any of the Third-Lien Collateral Agent or any Third-Lien Creditors; and the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each hereby waive any claim against any Second-Lien Creditor or the Second-Lien Collateral Agent, arising out of any and all actions which the Second-Lien Creditors or the Second-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Second-Lien Note Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Second-Lien Collateral), (ii) the collection of the Second-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Second-Lien Collateral. The Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that the Second-Lien Creditors and the Second-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to any of them in respect of the maintenance or preservation of the Second-Lien Collateral, the Second-Lien Obligations or otherwise. With respect to the Third-Lien Collateral Agent and the Third-Lien Creditors, neither the Second-Lien Collateral Agent nor any other Second-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Grantor or upon the request of the Third-Lien Collateral Agent, or any other holder of Third-Lien Obligations or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that neither the Second-Lien Collateral Agent nor any other Second-Lien Creditor (in directing any Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Second-Lien Obligations or Third-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (c) With respect to its share of the Obligations, Deutsche Bank AG New York Branch (“DBNY”) any Collateral Agent which is independently a Creditor shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY such Collateral Agent were not the First-Lien Collateral Agent or the Second-Lien a Collateral Agent. The term “"Creditors” " or any similar term shall, unless the context clearly otherwise indicates, include DBNY any Collateral Agent in its individual capacity as a Creditor. DBNY Each Collateral Agent and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY such Collateral Agent were not acting as the First-Lien Collateral Agent or Second- Lien a Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, also agrees that the First-Lien Creditors and the U.S. First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the U.S. First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the U.S. First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, agrees that the First-Lien Creditors and the U.S. First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the U.S. First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Documents agrees that neither the U.S. First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG AG, New York Branch (“DBNY”"Bank") shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY Bank were not the U.S. First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “"Creditors” " or any similar term shall, unless the context clearly otherwise indicates, include DBNY Bank in its individual capacity as a Creditor. DBNY Bank and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY Bank were not acting as the U.S. First-Lien Collateral Agent or Second- Second-Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Each Second Lien Collateral Agent, on behalf of itself and the Second-related Second Lien CreditorsClaimholders, also agrees that the First-First Lien Creditors Claimholders and the First-First Lien Collateral Agent Agents shall have no liability to the Second-any Second Lien Collateral Agent or any other Second-Second Lien CreditorsClaimholders, and the Second-each Second Lien Collateral Agent, on behalf of itself and the Second-related Second Lien CreditorsClaimholders, hereby waives any claim against any First-First Lien Creditor Claimholder or the First-any First Lien Collateral Agent, arising out of any and all actions which the First-First Lien Creditors Claimholders or the First-any First Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-First Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-First Lien Collateral), (ii) the collection of the First-First Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-First Lien Collateral. The Second-Each Second Lien Collateral Agent, on behalf of itself and the Second-related Second Lien CreditorsClaimholders, agrees that the First-First Lien Creditors Claimholders and the First-First Lien Collateral Agent Agents have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-First Lien Collateral, the First-First Lien Obligations or otherwise. Neither the First-First Lien Collateral Agent Agents nor any other First-First Lien Creditor Claimholder nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the or any other Grantor Obligor or upon the request of the Second-any Second Lien Collateral Agent, any other holder of Second-Second Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Second Lien Creditor Claimholder by accepting the benefits of the Second-Second Lien Security Collateral Documents agrees that neither the First-any First Lien Collateral Agent nor any other First-First Lien Creditor Claimholder (in directing the any First Lien Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors creditors holding Obligations of any type (whether First-First Lien Obligations or Second-Second Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch (“DBNY”) JPMCB and Credit Suisse shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditorcreditor, all as if DBNY JPMCB and Credit Suisse were not the First-First Lien Credit Agreement Collateral Agent or and the Second-Second Lien Credit Agreement Collateral Agent, respectively. The term “Creditorscreditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY JPMCB or Credit Suisse, as applicable, in its individual capacity as a CreditorClaimholder. DBNY JPMCB, Credit Suisse and its affiliates their respective Affiliates may lend money to, and generally engage in any kind of business with, the Grantors Obligors or any of their Affiliates as if DBNY JPMCB and Credit Suisse were not acting as the First-First Lien Credit Agreement Collateral Agent or Second- and Second Lien Credit Agreement Collateral Agent Agent, respectively, and without any duty to account therefor to any other Creditorcreditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral AgentEach Second Priority Representative, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditorsrelated Second Priority Debt Parties, agrees that the First-Lien Creditors Senior Secured Parties and the First-Lien Collateral Agent Senior Representatives have no fiduciary duty to them or any other duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or and preservation of the First-Lien Shared Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent Senior Representatives nor any other First-Lien Creditor Senior Secured Party nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Shared Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the any Second Priority Representative or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Second Priority Debt Obligations or any other Person or to take any other action whatsoever with regard to the Shared Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor Second Priority Debt Party by accepting the benefits of the Second-Lien Security Second Priority Collateral Documents agrees that neither the First-Lien Collateral Agent Senior Representatives nor any other First-Lien Creditor Senior Secured Party (in directing the Collateral Agent Designated Senior Representative to take any action with respect to the Shared Collateral) shall have any duty or obligation to realize first upon any type of Shared Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Shared Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, manner that would maximize the return to any class of Creditors Secured Parties holding Secured Obligations of any type (whether First-Lien Senior Obligations or Second-Lien Second Priority Debt Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors Secured Parties from such realization, sale, disposition or liquidation. (b) With respect to its share of the Secured Obligations, Deutsche Bank AG New York Branch (“DBNY”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other CreditorSecured Party, all as if DBNY Deutsche Bank were not the First-Lien Collateral Administrative Agent or the Second-Lien Collateral Agentany other Representative hereunder. The term “CreditorsSecured Parties” or any similar term shall, unless the context clearly otherwise indicates, include DBNY Deutsche Bank in its individual capacity as a Creditorcreditor. DBNY Deutsche Bank and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates affiliates as if DBNY Deutsche Bank were not acting as the First-Lien Collateral Administrative Agent or Second- Lien Collateral Agent any other Representative hereunder and without any duty to account therefor to any other CreditorSecured Party.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf Each of itself and the Second-Lien Creditors, Creditors (by its acceptance of the benefits of the Second-Lien Note Documents) also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to any of the Second-Lien Collateral Agent or any other Second-Lien Creditors, and each of the Second-Lien Collateral Agent, on behalf Creditors (by its acceptance of itself and the benefits of the Second-Lien Creditors, Note Documents) hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch of America, N.A. and/or U.S. Bank National Association (“DBNY”each a "Bank") shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY in its individual capacity as a Creditor. DBNY and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY were not acting as the First-Lien Collateral Agent or Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.any

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf Each of itself the Trustee and the Second-Lien Creditors, Subordinated Creditor also agrees that the First-Lien Senior Creditors and the First-Lien Collateral Senior Agent shall have no liability to the Second-Lien Collateral Agent Trustee or any other Second-Lien Creditorsthe Subordinated Creditor, and each of the Second-Lien Collateral Agent, on behalf of itself Trustee and the Second-Lien Creditors, Subordinated Creditor hereby waives any claim against any First-Lien Senior Creditor or the First-Lien Collateral Senior Agent, arising out of any and all actions which the First-Lien Senior Creditors or the First-Lien Collateral Senior Agent may take or permit or omit to take with respect to: (i) the First-Lien Senior Debt Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Senior Collateral), (ii) the collection of the First-Lien Senior Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf Each of itself the Trustee and the Second-Lien Creditors, Subordinated Creditor agrees that the First-Lien Senior Creditors and the First-Lien Collateral Senior Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Senior Obligations or otherwise. Neither the First-Lien Collateral Senior Agent nor any other First-Lien Senior Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Company or any other Grantor or upon the request of the Second-Lien Collateral AgentTrustee, any other holder of Second-Lien Subordinated Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Subordinated Table of Contents Creditor by accepting the benefits of the Second-Lien Subordinated Security Documents agrees that neither the First-Lien Collateral Senior Agent nor any other First-Lien Senior Creditor (in directing the Collateral Agent Trustee to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling marshalling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Senior Obligations or Second-Lien Subordinated Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch Xxxxxxx Xxxxx Credit Partners L.P. (“DBNYBank”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY Bank were not the First-Lien Collateral Agent or the Second-Lien Collateral Senior Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY Bank in its individual capacity as a Creditor. DBNY Bank and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates affiliates as if DBNY Bank were not acting as the First-Lien Collateral Senior Agent or Second- Lien Collateral Agent Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien CreditorsClaimholders, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien CreditorsClaimholders, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien CreditorsClaimholders, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien CreditorsClaimholders, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor Claimholder by accepting the benefits of the Second-Lien Security Notes Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the First-Lien Obligations, Deutsche Bank AG New York Branch Wachovia Bank, National Association (together with its successors and assigns and in its capacity as a First-Lien Creditor, “DBNYWachovia”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other First-Lien Creditor, all as if DBNY Wachovia were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY Wachovia in its individual capacity as a First-Lien Creditor. DBNY Wachovia and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY Wachovia were not acting as the First-Lien Collateral Agent or Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-First Lien Last Out Collateral Agent, on behalf of itself and the Second-other First Lien Last Out Creditors, also agrees that the First-Lien Senior Creditors and the First-Lien Senior Collateral Agent shall have no liability to the Second-First Lien Last Out Collateral Agent or any other Second-First Lien Last Out Creditors, and the Second-First Lien Last Out Collateral Agent, on behalf of itself and the Second-First Lien Last Out Creditors, hereby waives any claim against any First-Lien Senior Creditor or the First-Lien Senior Collateral Agent, arising out of any and all actions which the First-Lien Senior Creditors or the First-Lien Senior Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Senior Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Senior Collateral), (ii) the collection of the First-Lien Senior Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Senior Collateral. The Second-First Lien Last Out Collateral Agent, on behalf of itself and the Second-other First Lien Last Out Creditors, agrees that the First-Lien Senior Creditors and the First-Lien Senior Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Senior Collateral, the First-Lien Senior Obligations or otherwise. Neither the First-Lien Senior Collateral Agent nor any other First-Lien Senior Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or any other Grantor or upon the request of the Second-First Lien Last Out Collateral Agent, any other holder of Second-First Lien Last Out Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-First Lien Last Out Creditor by accepting the benefits of the Second-First Lien Last Out Security Documents agrees that neither the First-Lien Senior Collateral Agent nor any other First-Lien Senior Creditor (in directing the Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Senior Obligations or Second-First Lien Last Out Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG AG, New York Branch (“DBNYBank”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY Bank were not the First-Lien Senior Collateral Agent or the Second-First Lien Last Out Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY Bank in its individual capacity as a Creditor. DBNY Bank and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY Bank were not acting as the First-Lien Senior Collateral Agent or Second- or, to the extent applicable, the First Lien Last Out Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, also agrees that the First-Lien Creditors and the First-Lien Collateral Agent shall have no liability to the Second-Lien Collateral Agent or any other Second-Lien Creditors, and the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, hereby waives any claim against any First-Lien Creditor or the First-Lien Collateral Agent, arising out of any and all actions which the First-Lien Creditors or the First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First-Lien Collateral), (ii) the collection of the First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that the First-Lien Creditors and the First-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First-Lien Collateral, the First-Lien Obligations or otherwise. Neither the First-Lien Collateral Agent nor any other First-Lien Creditor nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Holdings, any Borrower or any other Grantor or upon the request of the Second-Lien Collateral Agent, any other holder of Second-Lien Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Without limiting the foregoing, each Second-Lien Creditor by accepting the benefits of the Second-Lien Security Documents agrees that neither the First-Lien Collateral Agent nor any other First-Lien Creditor (in directing the First-Lien Collateral Agent to take any action with respect to the Collateral) shall have any duty or obligation to realize first upon any type of Collateral or to sell, dispose of or otherwise liquidate all or any portion of the Collateral in any manner, including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether First-Lien Obligations or Second-Lien Obligations), notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by such class of Creditors from such realization, sale, disposition or liquidation. (b) With respect to its share of the Obligations, Deutsche Bank AG New York Branch (“DBNYBank”) shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other Creditor, all as if DBNY Bank were not the First-Lien Collateral Agent or the Second-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include DBNY Bank in its individual capacity as a Creditor. DBNY Bank and its affiliates may lend money to, and generally engage in any kind of business with, the Grantors or any of their Affiliates as if DBNY Bank were not acting as the First-Lien Collateral Agent or Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.