Common use of Waiver of Liability; Indemnity Clause in Contracts

Waiver of Liability; Indemnity. (a) Each of the Trustee and the Subordinated Creditor also agrees that the Senior Creditors and the Senior Agent shall have no liability to the Trustee or the Subordinated Creditor, and each of the Trustee and the Subordinated Creditor hereby waives any claim against any Senior Creditor or the Senior Agent, arising out of any and all actions which the Senior Creditors or the Senior Agent may take or permit or omit to take with respect to: (i) the Senior Debt Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior Collateral), (ii) the collection of the Senior Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Collateral. Each of the Trustee and the Subordinated Creditor agrees that the Senior Creditors and the Senior Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Obligations or otherwise. Neither the Senior Agent nor any other 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 Trustee, any other holder of 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 Subordinated Creditor by accepting the benefits of the Subordinated Security Documents agrees that neither the Senior Agent nor any other Senior Creditor (in directing the 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 marshalling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior Obligations or 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, Xxxxxxx Xxxxx Credit Partners L.P. (“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 Bank were not the Senior Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank in its individual capacity as a Creditor. 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 Bank were not acting as the Senior Agent or Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor other Second-Lien Creditors, also agrees that the Senior First-Lien Creditors and the Senior U.S. First-Lien Collateral Agent shall have no liability to the Trustee Second-Lien Collateral Agent or the Subordinated Creditorany other Second-Lien Creditors, and each the Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, hereby waives any claim against any Senior First-Lien Creditor or the Senior U.S. First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior U.S. First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor other Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior U.S. First-Lien Collateral Agent nor any other Senior 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 Company Borrower or any other Grantor or upon the request of the TrusteeSecond-Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Second-Lien Creditor by accepting the benefits of the Subordinated Second-Lien Security Documents agrees that neither the Senior U.S. First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. Deutsche Bank AG, New York Branch (“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 Bank were not the Senior 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 Bank in its individual capacity as a Creditor. 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 Bank were not acting as the Senior U.S. First-Lien Collateral Agent or Trustee Second-Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, also agrees that the Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to the Trustee Second-Lien Collateral Agent or the Subordinated Creditorany other Second-Lien Creditors, and each the Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company or any other Grantor or upon the request of the TrusteeSecond-Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Second-Lien Creditor by accepting the benefits of the Subordinated Second-Lien Security Documents agrees that neither the Senior First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. Deutsche Bank AG New York Branch (“BankDBNY”) 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 Bank DBNY were not the Senior 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 Bank DBNY in its individual capacity as a Creditor. Bank DBNY 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 Bank DBNY were not acting as the Senior First-Lien Collateral Agent or Trustee Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each of the Trustee and Second-Lien Creditors (by its acceptance of the Subordinated Creditor benefits of the Second-Lien Note Documents) also agrees that the Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to any of the Trustee or the Subordinated CreditorSecond-Lien Creditors, and each of the Trustee and Second-Lien Creditors (by its acceptance of the Subordinated Creditor benefits of the Second-Lien Note Documents) hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company or any other Grantor or upon the request of the TrusteeSecond-Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Second-Lien Creditor by accepting the benefits of the Subordinated Second-Lien Security Documents agrees that neither the Senior First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. Bank of America, N.A. and/or U.S. Bank National Association (“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 Bank were not the Senior Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank in its individual capacity as a Creditor. 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 Bank were not acting as the Senior Agent or Trustee and without any duty to account therefor to any other Creditor.any

Waiver of Liability; Indemnity. (a) Each of the Trustee and Second-Lien Creditors (by its acceptance of the Subordinated Creditor benefits of the Second-Lien Note Documents) also agrees that the Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to any of the Trustee or the Subordinated CreditorSecond-Lien Creditors, and each of the Trustee and Second-Lien Creditors (by its acceptance of the Subordinated Creditor benefits of the Second-Lien Note Documents) hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company or any other Grantor or upon the request of the TrusteeSecond-Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Second-Lien Creditor by accepting the benefits of the Subordinated Second-Lien Security Documents agrees that neither the Senior First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. Jefferies Finance LLC and/or U.S. Bank National Association (each a “BankFinancial 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 Bank such Financial Institution were not the Senior 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 Bank each Financial Institution in its individual capacity as a Creditor. Bank 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 Affiliates as if Bank such Financial Institution were not acting as the Senior First-Lien Collateral Agent or Trustee Second-Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each of the Trustee and the Subordinated Creditor also agrees that the Senior Creditors and the Senior Agent shall have no liability to the Trustee or the Subordinated Creditor, and each of the Trustee and the Subordinated Creditor hereby waives any claim against any Senior Creditor or the Senior Agent, arising out of any and all actions which the Senior Creditors or the Senior Agent may take or permit or omit to take with respect to: (i) the Senior Debt Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior Collateral), (ii) the collection of the Senior Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Collateral. Each of the Trustee and the Subordinated Creditor agrees that the Senior Creditors and the Senior Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral, the Senior Obligations or otherwise. Neither the Senior Agent nor any other 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 Trustee, any other holder of 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 Subordinated Table of Contents Creditor by accepting the benefits of the Subordinated Security Documents agrees that neither the Senior Agent nor any other Senior Creditor (in directing the 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 marshalling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior Obligations or 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, Xxxxxxx Xxxxx Credit Partners L.P. (“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 Bank were not the Senior Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank in its individual capacity as a Creditor. 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 Bank were not acting as the Senior Agent or Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, also agrees that the Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to the Trustee Second-Lien Collateral Agent or the Subordinated Creditorany other Second-Lien Creditors, and each the Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company Borrower or any other Grantor or upon the request of the TrusteeSecond-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 Subordinated Second-Lien Creditor by accepting the benefits of the Second-Lien Subordinated Security Notes Documents agrees that neither the Senior First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior 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, Xxxxxxx Xxxxx Credit Partners L.P. Deutsche Bank Trust Company Americas (“BankDBTCA”) 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 Bank DBTCA were not the Senior First-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank DBTCA in its individual capacity as a Creditor. Bank DBTCA 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 Bank DBTCA were not acting as the Senior First-Lien Collateral Agent or Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, also agrees that the Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to the Trustee Second-Lien Collateral Agent or the Subordinated Creditorany Second-Lien Creditors, and each the Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior Collateral)First-Lien Credit Documents, (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company or any other Grantor or upon the request of the TrusteeSecond-Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Second-Lien Creditor by accepting the benefits of the Subordinated Second-Lien Security Documents agrees that neither the Senior First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. (“Bank”) Bank 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 Bank of America were not the Senior 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 Bank of America in its individual capacity as a Creditor. 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 Affiliates as if Bank of America were not acting as the Senior First-Lien Collateral Agent or Trustee Second-Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, also agrees that the Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to the Trustee Second-Lien Collateral Agent or the Subordinated Creditorany other Second-Lien Creditors, and each the Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company Holdings, any Borrower or any other Grantor or upon the request of the TrusteeSecond-Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Second-Lien Creditor by accepting the benefits of the Subordinated Second-Lien Security Documents agrees that neither the Senior First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. Deutsche Bank AG New York Branch (“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 Bank were not the Senior 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 Bank in its individual capacity as a Creditor. 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 Bank were not acting as the Senior First-Lien Collateral Agent or Trustee Second- Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each Second Priority Representative, on behalf of the Trustee itself and the Subordinated Creditor also related Second Priority Debt Parties, agrees that the Senior Creditors Secured Parties and the Senior Agent shall Representatives have no liability fiduciary duty to the Trustee them or the Subordinated Creditor, and each of the Trustee and the Subordinated Creditor hereby waives any claim against any Senior Creditor or the Senior Agent, arising out of any and all actions which the Senior Creditors or the Senior Agent may take or permit or omit to take with respect to: (i) the Senior Debt Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior Collateral), (ii) the collection of the Senior Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Collateral. Each of the Trustee and the Subordinated Creditor agrees that the Senior Creditors and the Senior Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or and preservation of the Shared Collateral, the Senior Obligations or otherwise. Neither the Senior Agent Representatives nor any other Senior Creditor 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 Company any Second Priority Representative or any other Grantor or upon the request of the Trustee, any other holder of Subordinated 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 Subordinated Creditor Second Priority Debt Party by accepting the benefits of the Subordinated Security Second Priority Collateral Documents agrees that neither the Senior Agent Representatives nor any other Senior Creditor Secured Party (in directing the Trustee 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 marshalling or otherwise, manner that would maximize the return to any class of Creditors Secured Parties holding Secured Obligations of any type (whether Senior Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. (“Bank”) Deutsche 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 CreditorSecured Party, all as if Deutsche Bank were not the Senior AgentAdministrative Agent or any other Representative hereunder. The term “CreditorsSecured Parties” or any similar term shall, unless the context clearly otherwise indicates, include Deutsche Bank in its individual capacity as a Creditorcreditor. 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 as if Deutsche Bank were not acting as the Senior Administrative Agent or Trustee any other Representative hereunder and without any duty to account therefor to any other CreditorSecured Party.

Waiver of Liability; Indemnity. (a) Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Claimholders, also agrees that the Senior First-Lien Creditors and the Senior First-Lien Agent shall have no liability to the Trustee Second-Lien Collateral Agent or the Subordinated Creditorany other Second-Lien Claimholders, and each the Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Claimholders, hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Claimholders, agrees that the Senior First-Lien Creditors and the Senior First-Lien 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Agent nor any other Senior 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 Company Borrower or any other Grantor or upon the request of the TrusteeSecond-Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Creditor Second-Lien Claimholder by accepting the benefits of the Subordinated Security Second-Lien Notes Documents agrees that neither the Senior First-Lien Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. Wachovia Bank, National Association (together with its successors and assigns and in its capacity as a First-Lien Creditor, “BankWachovia”) 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 Bank Wachovia were not the Senior First-Lien Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank Wachovia in its individual capacity as a First-Lien Creditor. Bank Wachovia 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 Bank Wachovia were not acting as the Senior First-Lien Agent or Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor also Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to the Trustee Second-Lien Collateral Agent or the Subordinated Creditorany other Second-Lien Creditors, and each the Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior 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 Senior Debt First-Lien Documents (including, without limitation, including any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company or any other Grantor or upon the request of the Trustee, any other holder of Subordinated 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 Subordinated Second-Lien Creditor by accepting the benefits of the Subordinated Security Second-Lien Notes Documents agrees that neither the Senior Agent First-Lien Collateral Agents nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. (“Bank”) 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 Bank BMO were not the Senior First-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank BMO in its individual capacity as a Creditor. Bank 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 Affiliates as if Bank BMO were not acting as the Senior First-Lien Collateral Agent or Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, also agrees that the Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to the Trustee Second-Lien Collateral Agent or the Subordinated Creditorany other Second-Lien Creditors, and each the Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, including any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company or any other Grantor or upon the request of the TrusteeSecond-Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Second-Lien Creditor by accepting the benefits of the Subordinated Security Second-Lien Notes Documents agrees that neither the Senior Agent First-Lien Collateral Agents nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. (“Bank”) 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 Bank JPMorgan were not the Senior First-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank JPMorgan in its individual capacity as a Creditor. Bank 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 Affiliates as if Bank JPMorgan were not acting as the Senior First-Lien Collateral Agent or Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each 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 Trustee benefits of the Second-Lien Note Documents), and the Subordinated 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 Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to any of the Trustee Second-Lien Collateral Agent, any Second-Lien Creditors, the Third-Lien Collateral Agent or any Third-Lien Creditors; and the Subordinated CreditorSecond-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the Trustee benefits of the Second-Lien Note Documents), and the Subordinated 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 Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Credit Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each 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 Trustee benefits of the Second-Lien Note Documents), and the Subordinated Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each other Third-Lien Creditor agrees (by its acceptance of the benefits of the Third-Lien Credit Documents), each agree that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company or any other Grantor or upon the request of the TrusteeSecond-Lien Collateral Agent, the Third-Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Second-Lien Creditor (by accepting its acceptance of the benefits of the Subordinated Security Documents agrees Second-Lien 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 Senior First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations, Second-Lien Obligations or Subordinated 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. (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, Xxxxxxx Xxxxx Credit Partners L.P. (“Bank”) 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 Bank such Collateral Agent were not the Senior a Collateral Agent. The term “"Creditors” " or any similar term shall, unless the context clearly otherwise indicates, include Bank any Collateral Agent in its individual capacity as a Creditor. Bank 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 Affiliates as if Bank such Collateral Agent were not acting as the Senior a Collateral Agent or Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor other Second-Lien Creditors, also agrees that the Senior First-Lien Creditors and the Senior U.S. First-Lien Collateral Agent shall have no liability to the Trustee Second-Lien Collateral Agent or the Subordinated Creditorany other Second-Lien Creditors, and each the Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, hereby waives any claim against any Senior First-Lien Creditor or the Senior U.S. First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior U.S. First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor other Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior U.S. First-Lien Collateral Agent nor any other Senior 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 Company Borrower or any other Grantor or upon the request of the TrusteeSecond-Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Second-Lien Creditor by accepting the benefits of the Subordinated Second-Lien Security Documents agrees that neither the Senior U.S. First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. Deutsche Bank AG, New York Branch (“"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 Bank were not the Senior 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 Bank in its individual capacity as a Creditor. 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 Bank were not acting as the Senior U.S. First-Lien Collateral Agent or Trustee Second-Lien Collateral Agent and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each The First Lien Last Out Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor other First Lien Last Out Creditors, also agrees that the Senior Creditors and the Senior Collateral Agent shall have no liability to the Trustee First Lien Last Out Collateral Agent or the Subordinated Creditorany other First Lien Last Out Creditors, and each the First Lien Last Out Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor First Lien Last Out Creditors, hereby waives any claim against any Senior Creditor or the Senior Collateral Agent, arising out of any and all actions which the Senior Creditors or the Senior Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior Collateral), (ii) the collection of the Senior Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any Senior Collateral. Each The First Lien Last Out Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor other First Lien Last Out Creditors, agrees that the Senior Creditors and the Senior Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Senior Collateral, the Senior Obligations or otherwise. Neither the Senior Collateral Agent nor any other 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 Borrower or any other Grantor or upon the request of the TrusteeFirst Lien Last Out Collateral Agent, any other holder of Subordinated 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 Subordinated First Lien Last Out Creditor by accepting the benefits of the Subordinated First Lien Last Out Security Documents agrees that neither the Senior Collateral Agent nor any other Senior Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. Deutsche Bank AG, New York Branch (“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 Bank were not the Senior Collateral Agent or the First Lien Last Out Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank in its individual capacity as a Creditor. 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 Bank were not acting as the Senior Collateral Agent or Trustee 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) Each The Second-Lien Trustee, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, also agrees that the Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to the Second-Lien Trustee or the Subordinated Creditorany other Second-Lien Creditors, and each the Second-Lien Trustee, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Trustee, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company Borrower or any other Grantor or upon the request of the Second-Lien Trustee, any other holder of Subordinated 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 Subordinated Second-Lien Creditor by accepting the benefits of the Subordinated Second-Lien Security Documents agrees that neither the Senior First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior First-Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx Credit Partners L.P. Deutsche Bank AG New York Branch (“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 Bank were not the Senior First-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank in its individual capacity as a Creditor. 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 Bank were not acting as the Senior First-Lien Collateral Agent or Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, also agrees that the Senior First-Lien Creditors and the Senior First-Lien Collateral Agent shall have no liability to the Trustee Second-Lien Collateral Agent or the Subordinated Creditorany other Second-Lien Creditors, and each the Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, hereby waives any claim against any Senior First-Lien Creditor or the Senior First-Lien Collateral Agent, arising out of any and all actions which the Senior First-Lien Creditors or the Senior First-Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First-Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First-Lien Collateral), (ii) the collection of the Senior First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First-Lien Collateral. Each The Second-Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor Second-Lien Creditors, agrees that the Senior First-Lien Creditors and the Senior 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 Senior First-Lien Obligations or otherwise. Neither the Senior First-Lien Collateral Agent nor any other Senior 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 Company Borrower or any other Grantor or upon the request of the TrusteeSecond-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 Subordinated Second-Lien Creditor by accepting the benefits of the Second-Lien Subordinated Security Notes Documents agrees that neither the Senior First-Lien Collateral Agent nor any other Senior First-Lien Creditor (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors holding Obligations of any type (whether Senior 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, Xxxxxxx Xxxxx Credit Partners L.P. Deutsche Bank Trust Company Americas (“BankDBTCA”) 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 Bank DBTCA were not the Senior First-Lien Collateral Agent. The term “Creditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank DBTCA in its individual capacity as a Creditor. Bank DBTCA 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 Bank DBTCA were not acting as the Senior First-Lien Collateral Agent or Trustee and without any duty to account therefor to any other Creditor.

Waiver of Liability; Indemnity. (a) Each Second Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor related Second Lien Claimholders, also agrees that the Senior Creditors First Lien Claimholders and the Senior Agent First Lien Collateral Agents shall have no liability to the Trustee any Second Lien Collateral Agent or the Subordinated Creditorany other Second Lien Claimholders, and each Second Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor related Second Lien Claimholders, hereby waives any claim against any Senior Creditor First Lien Claimholder or the Senior any First Lien Collateral Agent, arising out of any and all actions which the Senior Creditors First Lien Claimholders or the Senior any First Lien Collateral Agent may take or permit or omit to take with respect to: (i) the Senior Debt First Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the Senior First Lien Collateral), (ii) the collection of the Senior First Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any First Lien Collateral. Each Second Lien Collateral Agent, on behalf of the Trustee itself and the Subordinated Creditor related Second Lien Claimholders, agrees that the Senior Creditors First Lien Claimholders and the Senior Agent First Lien Collateral Agents have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First Lien Collateral, the Senior First Lien Obligations or otherwise. Neither the Senior Agent First Lien Collateral Agents nor any other Senior Creditor First Lien 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 Company or any other Grantor Obligor or upon the request of the Trusteeany Second Lien Collateral Agent, any other holder of Subordinated 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 Subordinated Creditor Second Lien Claimholder by accepting the benefits of the Subordinated Security Second Lien Collateral Documents agrees that neither the Senior any First Lien Collateral Agent nor any other Senior Creditor First Lien Claimholder (in directing the Trustee 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 marshalling marshaling or otherwise, that would maximize the return to any class of Creditors creditors holding Obligations of any type (whether Senior First Lien Obligations or Subordinated 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, Xxxxxxx Xxxxx JPMCB and Credit Partners L.P. (“Bank”) 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 Bank JPMCB and Credit Suisse were not the Senior First Lien Credit Agreement Collateral Agent and the Second Lien Credit Agreement Collateral Agent, respectively. The term “Creditorscreditors” or any similar term shall, unless the context clearly otherwise indicates, include Bank JPMCB or Credit Suisse, as applicable, in its individual capacity as a CreditorClaimholder. Bank 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 Affiliates as if Bank JPMCB and Credit Suisse were not acting as the Senior First Lien Credit Agreement Collateral Agent or Trustee and Second Lien Credit Agreement Collateral Agent, respectively, and without any duty to account therefor to any other Creditorcreditor.