Common use of Waiver of Liability Clause in Contracts

Waiver of Liability. (a) Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Collateral Agents and the other First Lien Claimholders shall have no liability to any Second Lien Collateral Agent or any other Second Lien Claimholders, and each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any claim against any First Lien Collateral Agent or any other First Lien Claimholder, arising out of any and all actions which any First Lien Collateral Agent or any other First Lien Claimholders 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. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Collateral Agents and the other First Lien Claimholders 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 Agents nor any other 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 any Obligor or upon the request of any Second Lien Collateral Agent, any other Second Lien Claimholder 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 Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that neither any First Lien Collateral Agent nor any other First Lien Claimholder (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 or otherwise Dispose of 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 First Lien Claimholders or any Second Lien Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Collateral Agents and the other First Lien Claimholders shall have no liability to any Second Lien Collateral Agent or any other Second Lien Claimholders, and each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any claim against any First Lien Collateral Agent or any other First Lien Claimholder, arising out of any and all actions which any First Lien Collateral Agent or any other First Lien Claimholders 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. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Collateral Agents and the other First Lien Claimholders 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 Agents nor any other 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 any Obligor or upon the request of any Second Lien Collateral Agent, any other Second Lien Claimholder 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 Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that neither any First Lien Collateral Agent nor any other First Lien Claimholder (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 or otherwise Dispose of 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 First Lien Claimholders or any Second Lien Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its any share of the First Lien ObligationsObligations or Second Lien Obligations owned by it, Xxxxxxx Xxxxx each First Lien Collateral Agent and each Second Lien Collateral Agent, as applicable, 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 Claimholder, all as if Xxxxxxx Xxxxx such First Lien Collateral Agent or Second Lien Collateral Agent, as applicable, were not appointed to act in such capacity under the terms of the First Lien Collateral Agent. With respect to its share of the Financing Documents or Second Lien ObligationsFinancing Documents, Royal Bank shall have and as the case 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agentbe. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx the First Lien Collateral Agent and Royal Bankthe Second Lien Collateral Agent, each in its individual capacity as a First Lien Claimholder or Second Lien Claimholder, as applicable. Xxxxxxx Sachs, Royal Bank Each of the First Lien Collateral Agent and their the Second Lien Collateral Agent and its respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx such person were not acting as appointed to act in such capacity under the terms of the First Lien Collateral Agent and Royal Bank were not acting Financing Documents or Second Lien Financing Documents, as the Second Lien Collateral Agent case may be and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersCreditors, also agrees that the First First-Lien Creditors and the First-Lien Collateral Agents and the other First Lien Claimholders Agent shall have no liability to any Second the Second-Lien Collateral Agent or any other Second Second-Lien ClaimholdersCreditors, and each Second the Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersCreditors, hereby waives any claim against any First First-Lien Creditor or the First-Lien Collateral Agent or any other First Lien ClaimholderAgent, arising out of any and all actions which any First the First-Lien Creditors or the First-Lien Collateral Agent or any other First Lien Claimholders may take or permit or omit to take with respect to: (i) the First First-Lien Documents other than this Agreement (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 disposition of, any First First-Lien Collateral. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersCreditors, also agrees that the First First-Lien Creditors and the First-Lien Collateral Agents and the other First Lien Claimholders Agent 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 Agents Agent nor any other First First-Lien Claimholder 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 dispose of any Collateral upon the request of the Borrower or any Obligor other Grantor or upon the request of any Second the Second-Lien Collateral Agent, any other Second holder of Second-Lien Claimholder 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 Collateral Agent, on behalf Creditor by accepting the benefits of itself and its Related Second the Second-Lien Claimholders, Notes Documents agrees that neither any First the First-Lien Collateral Agent nor any other First First-Lien Claimholder 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 sell, dispose of or otherwise Dispose of 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 First class of Creditors holding Obligations of any type (whether First-Lien Claimholders Obligations or any Second Second-Lien ClaimholdersObligations), notwithstanding that the order and timing of any such realization, sale sale, disposition or other Disposition liquidation may affect the amount of proceeds actually received by such Claimholders class of Creditors from such realization, sale sale, disposition or other Dispositionliquidation. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second Lien Collateral AgentI, on behalf of itself and its Related Second Lien Claimholdersmyself, agrees that the First Lien Collateral Agents and the other First Lien Claimholders shall have no liability to any Second Lien Collateral Agent or any other Second Lien Claimholdersmy personal representatives, heirs, executors, administrators, agents, and each Second Lien Collateral Agentassigns, on behalf of itself and HEREBY RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO XXX XXXXXX COLLEGE, including its Related Second Lien Claimholdersgoverning board, hereby waives any claim against any First Lien Collateral Agent or any other First Lien Claimholdertrustees, arising out of any and all actions which any First Lien Collateral Agent or any other First Lien Claimholders 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. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Collateral Agents and the other First Lien Claimholders 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 Agents nor any other First Lien Claimholder nor any of their respective directors, officers, employees employees, and any students, agents or agents will be liable for failure volunteers acting at Eckerd College’s direction (collectively referred to demandas "Eckerd College"), collect or realize upon any of the Collateral or for any delay in doing soand all liability, including any and all claims, demands, causes of action (known or unknown), suits, or will be under any obligation to sell or otherwise Dispose judgments of any Collateral upon the request of and every kind (including attorneys' fees), arising from any Obligor injury, damage or upon the request of any Second Lien Collateral Agent, any other Second Lien Claimholder 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 Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees death that neither any First Lien Collateral Agent nor any other First Lien Claimholder (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 or otherwise Dispose of all or any portion of the Collateral in any manner, including I may suffer as a result of my participation in the application Program, REGARDLESS OF WHETHER THE INJURY, DAMAGE OR DEATH IS CAUSED BY ECKERD COLLEGE, UNLESS THE INJURY DAMAGE OR DEATH IS CAUSED BY ECKERD COLLEGE’S NEGLIGENCE OR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND REGARDLESS OF WHETHER THE INJURY DAMAGE OR DEATH OCCURS WHILE IN, ON, UPON, OR IN TRANSIT, TO OR FROM THE PREMISES WHERE THE PROGRAM, OR ANY LOCATION ADJUNCT TO THE PROGRAM, OCCURS OR IS BEING CONDUCTED. I further agree that Eckerd College is not in any way responsible for any injury or damage that I sustain as a result of my own negligent or grossly negligent acts or my own intentional misconduct and I hereby release Eckerd College from any liability for the principles same. Eckerd College expressly disclaims liability for actions of marshaling third parties, which includes but is not limited to students, agents or otherwisevolunteers who are not acting under the direction and control of Eckerd College. I, that would maximize the return to hereby release Eckerd College from any First Lien Claimholders and all liability, including any and all claims, demands, causes of action (known or any Second Lien Claimholdersunknown), notwithstanding that the order and timing suits, or judgments of any such realizationand every kind (including attorneys' fees), sale arising from any injury, damage or other Disposition death that I may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity suffer as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in result of actions of any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were third parties who are not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other ClaimholderEckerd College.

Waiver of Liability. (a) Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Collateral Agents and the other First Lien Claimholders shall have no liability to any Second Lien Collateral Agent or any other Second Lien Claimholders, and each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any claim against any First Lien Collateral Agent or any other First Lien Claimholder, arising out of any and all actions which any First Lien Collateral Agent or any other First Lien Claimholders 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. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Collateral Agents and the other First Lien Claimholders 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 Agents nor any other 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 any Obligor or upon the request of any Second Lien Collateral Agent, any other Second Lien Claimholder 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 Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that neither any First Lien Collateral Agent nor any other First Lien Claimholder (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 or otherwise Dispose of 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 First Lien Claimholders or any Second Lien Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Collateral Agents and the other First Lien Claimholders shall have no liability to any Second Lien Collateral Agent or any other Second Lien Claimholders, and each Second Lien Collateral Agent, on behalf of itself and its Related Second Second-Lien Claimholders, hereby waives any claim against the Control Agent, any First First-Lien Collateral Agent Creditor or any other First First-Lien ClaimholderAgent, arising out of any and all actions which any First the Control Agent, the First-Lien Collateral Agent Creditors or any other First the First-Lien Claimholders Agents may take or permit or omit to take with respect to: (i) the First First-Lien Credit 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 disposition of, any First First-Lien Collateral. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien Claimholders, also agrees that the First Control Agent, the First-Lien Collateral Agents Creditors and the other First First-Lien Claimholders 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 Control Agent, the First-Lien Collateral Agents nor any other First First-Lien Claimholder 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 dispose of any Collateral upon the request of the Parent or any Obligor other Grantor or upon the request of any Second the Second-Lien Collateral Agent, any other Second holder of Second-Lien Claimholder 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 Collateral Agent, on behalf Claimholder by accepting the benefits of itself and its Related Second the Second-Lien Claimholders, Loan Documents agrees that neither any First the Control Agent, the First-Lien Collateral Agent Agents nor any other First First-Lien Claimholder 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 sell, dispose of or otherwise Dispose of 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 First class of Creditors holding Obligations of any type (whether First-Lien Claimholders Obligations or any Second Second-Lien ClaimholdersObligations), notwithstanding that the order and timing of any such realization, sale sale, disposition or other Disposition liquidation may affect the amount of proceeds actually received by such Claimholders class of Creditors from such realization, sale sale, disposition or other Dispositionliquidation. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second Lien Collateral AgentLandlord shall not be liable to Tenant, or Tenant's agents, employees, customers, or invitees, for injury, death or property damage occurring in, on behalf or about the Premises directly resulting from Tenant's activities from the Premises or from the activities of itself any other parties, other than the Landlord Parties. Except for Landlord's gross negligence or willful misconduct, Tenant shall indemnify, protect, defend and its Related Second Lien Claimholdershold harmless the Premises, agrees that Landlord and Landlord's partners, trustees, officers, directors, shareholders, members, employees, heirs and assigns (collectively, the First Lien Collateral Agents "Landlord Parties") from and against any and all claims, loss of rents and/or damages, costs, liens, judgments, penalties, loss of permits, attorneys' and consultants' fees, expenses and/or liabilities arising out of, directly or indirectly, in whole or in part involving, or in connection with, the occupancy of the Premises by Tenant, the conduct of Tenant's business, any act, omission or neglect of Tenant, or the Tenant Parties (as hereinafter defined). Landlord shall indemnify, protect, defend and hold harmless Tenant and Tenant's officers, directors, shareholders, members, employees, heirs and assigns (collectively, the "Tenant Parties") from and against any and all claims, loss, damages, costs, liens, judgments, penalties, loss of permits, attorneys' and consultants' fees, expenses and/or liabilities arising out of or in connection with any act, omission or neglect of Landlord or the Landlord Parties in connection with this Lease or the Premises. The foregoing shall include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved therein, and whether or not (in the case of claims made against Landlord or any Landlord Party or against Tenant or any Tenant Party) litigated and/or reduced to judgment. In case any action or proceeding be brought against either party by reason of any of the foregoing matters, the party responsible for indemnifying the other ("Indemnifying Party") upon notice from the other party shall defend the same at the Indemnifying Party's expense by counsel reasonably satisfactory to the other party, and the other First Lien Claimholders party shall cooperate with the Indemnifying Party in such defense. A party indemnified hereunder need not have no liability first paid any such claim in order to any Second Lien Collateral Agent be so indemnified. The indemnity obligations under this Paragraph shall survive the expiration or earlier termination of the Lease. Except for Landlord's indemnity hereunder, Landlord shall not be liable for, and Tenant hereby waives and releases Landlord from, injury or damage to the person or goods, wares, merchandise or other property of Tenant, Tenant's employees, contractors, invitees, customers, or any other Second Lien Claimholdersperson in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defect of pipes, fire sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether said injury or damage results from conditions arising upon the Premises or from other sources or places, and each Second Lien Collateral Agent, on behalf regardless of itself and its Related Second Lien Claimholders, hereby waives any claim against any First Lien Collateral Agent whether the cause of such damage or any other First Lien Claimholder, arising out injury or the means of any and all actions which any First Lien Collateral Agent or any other First Lien Claimholders 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. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Collateral Agents and the other First Lien Claimholders 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 Agents nor any other 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 any Obligor or upon the request of any Second Lien Collateral Agent, any other Second Lien Claimholder 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 Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that neither any First Lien Collateral Agent nor any other First Lien Claimholder (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 or otherwise Dispose of 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 First Lien Claimholders or any Second Lien Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx shall have and may exercise repairing 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” is accessible or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholdernot.

Waiver of Liability. (a) Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersSecured Parties, also agrees that the First First-Lien Collateral Agents Secured Parties and the other First First-Lien Claimholders Agent shall have no liability to any Second the Second-Lien Collateral Agent or any other Second Second-Lien ClaimholdersSecured Parties, and each Second the Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersSecured Parties, hereby waives any claim against any First First-Lien Collateral Agent Secured Party or any other First the First-Lien ClaimholderAgent, arising out of any and all actions which any First the First-Lien Collateral Secured Parties or the First-Lien Agent or any other First Lien Claimholders 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 disposition of, any First First-Lien Collateral. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersSecured Parties, also agrees that the First First-Lien Collateral Agents Secured Parties and the other First First-Lien Claimholders Agent 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 Agents Agent nor any other First First-Lien Claimholder 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 Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise Dispose dispose of any Collateral upon the request of the Borrower or any Obligor other Grantor or upon the request of any Second the Second-Lien Collateral Agent, any other Second holder of Second-Lien Claimholder 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 Secured Party by accepting the benefits of the Second-Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, Documents agrees that neither any First the First-Lien Collateral Agent nor any other First First-Lien Claimholder Secured Party (in directing the First 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 sell, dispose of or otherwise Dispose of 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 First class of Secured Parties holding Obligations of any type (whether First-Lien Claimholders Obligations or any Second Second-Lien ClaimholdersObligations), notwithstanding that the order and timing of any such realization, sale sale, disposition or other Disposition liquidation may affect the amount of proceeds actually received by such Claimholders class of Secured Parties from such realization, sale sale, disposition or other Dispositionliquidation. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx GE Capital or Jefferies Finance, as the case may be ( each a “Bank” and together, the “Banks”) 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 ClaimholderSecured Party, all as if Xxxxxxx Xxxxx the Banks were not the First First-Lien Collateral Agent or the Second-Lien Agent. With respect to its share of , as the Second Lien Obligations, Royal Bank shall have and case 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agentbe. The term “ClaimholdersSecured Parties” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal each Bank, each in its individual capacity as a ClaimholderSecured Party. Xxxxxxx Sachs, Royal Bank The Banks and their respective Affiliates affiliates may lend money to, and generally engage in any kind of business with, the Obligors Grantors or any of their respective Affiliates as if Xxxxxxx Xxxxx the Banks were not acting as the First First-Lien Collateral Agent and Royal Bank were not acting or Second-Lien Agent, as the Second Lien Collateral Agent case may be, and without any duty to account therefor to any other ClaimholderSecured Party.

Waiver of Liability. (a) Each The Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Collateral Agents Agent and the other First Lien Claimholders shall have no liability to any the Second Lien Collateral Agent or any other Second Lien Claimholders, and each the Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and its Related Second Lien Claimholders, hereby waives any claim against any the First Lien Collateral Agent or any other First Lien Claimholder, arising out of any and all actions which any the First Lien Collateral Agent or any other First Lien Claimholders 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. Each The Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Collateral Agents Agent and the other First Lien Claimholders 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 Agents Agent nor any other 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 any Obligor or upon the request of any the Second Lien Collateral Agent, any other Second Lien Claimholder 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 the Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and its Related Second Lien Claimholders, agrees that neither any the First Lien Collateral Agent nor any other First Lien Claimholder (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 or otherwise Dispose of 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 First Lien Claimholders or any Second Lien Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its any share of the First Lien ObligationsObligations or Second Lien Obligations owned by it, Xxxxxxx Xxxxx the First Lien Collateral Agent and the Second Lien Collateral Agent, as applicable, 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the or Second Lien Collateral Agent and without any duty Agent, as applicable, were not appointed to account therefor to any other Claimholder.act in such capacity under the terms of the First Lien

Waiver of Liability. (a) Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersSecured Parties, also agrees that the First First-Lien Collateral Agents Secured Parties and the other First First-Lien Claimholders Agent shall have no liability to any Second the Second-Lien Collateral Agent or any other Second Second-Lien ClaimholdersSecured Parties, and each Second the Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersSecured Parties, hereby waives any claim against any First First-Lien Collateral Agent Secured Party or any other First the First-Lien ClaimholderAgent, arising out of any and all actions which any First the First-Lien Collateral Secured Parties or the First-Lien Agent or any other First Lien Claimholders 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 disposition of, any First First-Lien Collateral. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersSecured Parties, also agrees that the First First-Lien Collateral Agents Secured Parties and the other First First-Lien Claimholders Agent 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 Agents Agent nor any other First First-Lien Claimholder 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 Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise Dispose dispose of any Collateral upon the request of the Borrower or any Obligor other Grantor or upon the request of any Second the Second-Lien Collateral Agent, any other Second holder of Second-Lien Claimholder 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 Secured Party by accepting the benefits of the Second-Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, Documents agrees that neither any First the First-Lien Collateral Agent nor any other First First-Lien Claimholder Secured Party (in directing the First 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 sell, dispose of or otherwise Dispose of 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 First class of Secured Parties holding Obligations of any type (whether First-Lien Claimholders Obligations or any Second Second-Lien ClaimholdersObligations), notwithstanding that the order and timing of any such realization, sale sale, disposition or other Disposition liquidation may affect the amount of proceeds actually received by such Claimholders class of Secured Parties from such realization, sale sale, disposition or other Dispositionliquidation. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx GE Capital or Jefferies Finance, as the case may be (each a “Bank” and together, the “Banks”) 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 ClaimholderSecured Party, all as if Xxxxxxx Xxxxx the Banks were not the First First-Lien Collateral Agent or the Second-Lien Agent. With respect to its share of , as the Second Lien Obligations, Royal Bank shall have and case 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agentbe. The term “ClaimholdersSecured Parties” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal each Bank, each in its individual capacity as a ClaimholderSecured Party. Xxxxxxx Sachs, Royal Bank The Banks and their respective Affiliates affiliates may lend money to, and generally engage in any kind of business with, the Obligors Grantors or any of their respective Affiliates as if Xxxxxxx Xxxxx the Banks were not acting as the First First-Lien Collateral Agent and Royal Bank were not acting or Second-Lien Agent, as the Second Lien Collateral Agent case may be, and without any duty to account therefor to any other ClaimholderSecured Party.

Waiver of Liability. (a) Each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Senior Collateral Agents and the other First Lien Senior Claimholders shall have no liability to any Second Lien Junior Collateral Agent or any other Second Lien Junior Claimholders, and each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any claim against any First Lien Senior Collateral Agent or any other First Lien Senior Claimholder, arising out of any and all actions which any First Lien Senior Collateral Agent or any other First Lien Senior Claimholders 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 CollateralCollateral in which a Senior Claimholder has a Senior Lien), (ii) the collection of the First Lien Senior Obligations or (iii) the foreclosure upon, or sale, liquidation or other Disposition of, any First Lien CollateralCollateral in which a Senior Claimholder has a Senior Lien. Each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Senior Collateral Agents and the other First Lien Senior Claimholders have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First Lien CollateralCollateral in which a Senior Claimholder has a Senior Lien, the First Lien Senior Obligations or otherwise. Neither the First Lien Senior Collateral Agents nor any other First Lien Senior 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 in which a Senior Claimholder has a Senior Lien or for any delay in doing so, or will be under any obligation to sell or otherwise Dispose of any such Collateral upon the request of any Obligor or upon the request of any Second Lien Junior Collateral Agent, any other Second Lien Junior Claimholder or any other Person or to take any other action whatsoever with regard to the such Collateral or any part thereof. Without limiting the foregoing, each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that neither any First Lien Senior Collateral Agent nor any other First Lien Senior Claimholder (in directing the First Lien Senior Collateral Agent to take any action with respect to the CollateralCollateral in which a Senior Claimholder has a Senior Lien) shall have any duty or obligation to realize first upon any type of Collateral in which a Senior Claimholder has a Senior Lien or to sell or otherwise Dispose of all or any portion of the such 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 First Lien Senior Claimholders or any Second Lien Junior Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its share of the First Lien ABL Obligations, Xxxxxxx Xxxxx BoA 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 Claimholder, all as if Xxxxxxx Xxxxx BoA were not the First Lien ABL Credit Agreement Collateral Agent. With respect to its share of the Second First Lien Obligations, Royal Bank BoA 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 Claimholder, all as if Royal Bank BoA were not the First Lien Credit Agreement Collateral Agent. With respect to its share of the Second Lien Obligations, Axxxxx 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 Claimholder, all as if Ankura were not the Second Lien Credit Notes Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx BoA, and Royal BankAnkura, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank BoA and Ankura and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx BoA were not acting as the ABL Credit Agreement Collateral Agent or the First Lien Collateral Credit Agreement Administrative Agent and Royal Bank Ankura were not acting as the Second Lien Notes Collateral Agent and without any duty to account therefor hereof to any other Claimholder.

Waiver of Liability. (a) Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Collateral Agents and the other First Lien Claimholders shall have no liability to any Second Lien Collateral Agent or any other Second Lien Claimholders, and each Second Lien Collateral Agent, on behalf of itself and its Related Second Second-Lien Claimholders, hereby waives any claim against the Control Agent, any First First-Lien Collateral Agent Creditor or any other First the First-Lien ClaimholderAgent, arising out of any and all actions which any First the Control Agent, the First-Lien Collateral Creditors or the First-Lien Agent or any other First Lien Claimholders may take or permit or omit to take with respect to: : (i) the First First-Lien Credit 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 disposition of, any First First-Lien Collateral. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien Claimholders, also agrees that the First Control Agent, the First-Lien Collateral Agents Creditors and the other First First-Lien Claimholders Agent 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 Control Agent, the First-Lien Collateral Agents Agent nor any other First First-Lien Claimholder 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 dispose of any Collateral upon the request of the Parent or any Obligor other Grantor or upon the request of any Second the Second-Lien Collateral Agent, any other Second holder of Second-Lien Claimholder 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 Collateral Agent, on behalf Claimholder by accepting the benefits of itself and its Related Second the Second-Lien Claimholders, Loan Documents agrees that neither any First the Control Agent, the First-Lien Collateral Agent nor any other First First-Lien Claimholder 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 sell, dispose of or otherwise Dispose of 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 First class of Creditors holding Obligations of any type (whether First-Lien Claimholders Obligations or any Second Second-Lien ClaimholdersObligations), notwithstanding that the order and timing of any such realization, sale sale, disposition or other Disposition liquidation may affect the amount of proceeds actually received by such Claimholders class of Creditors from such realization, sale sale, disposition or other Dispositionliquidation. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second Except with respect to the rights of the Second-Lien Collateral Agent or the other Second-Lien Creditors set forth in this Agreement, the Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersCreditors, also agrees that the First First-Lien Creditors and the First-Lien Collateral Agents and the other First Lien Claimholders Agent shall have no liability to any Second the Second-Lien Collateral Agent or any other Second Second-Lien ClaimholdersCreditors, and each Second the Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersCreditors, hereby waives any claim against any First First-Lien Creditor or the First-Lien Collateral Agent or any other First Lien ClaimholderAgent, arising out of any and all actions which any First the First-Lien Creditors or the First-Lien Collateral Agent or any other First Lien Claimholders 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 CollateralCollateral to the extent securing the First-Lien Obligations), (ii) the collection of the First First-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other Disposition disposition of, any First First-Lien Collateral (other than the ATA Collateral). Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien ClaimholdersCreditors, also agrees that the First First-Lien Creditors and the First-Lien Collateral Agents and the other First Lien Claimholders Agent 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 otherwiseotherwise (except to the extent set forth in this Agreement). Neither the First First-Lien Collateral Agents Agent nor any other First First-Lien Claimholder 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 dispose of any Collateral upon the request of Parent or any Obligor other Grantor or upon the request of any Second the Second-Lien Collateral Agent, any other Second holder of Second-Lien Claimholder Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofthereof (except to the extent provided in this Agreement with respect to the ATA Collateral). Without limiting the foregoing, each Second Second-Lien Collateral Agent, on behalf Creditor by accepting the benefits of itself and its Related Second the Second-Lien Claimholders, Security Documents agrees that neither any First the First-Lien Collateral Agent nor any other First First-Lien Claimholder Creditor (in directing the First 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 sell, dispose of or otherwise Dispose of 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 First class of Creditors holding Obligations of any type (whether First-Lien Claimholders Obligations or any Second Second-Lien ClaimholdersObligations), notwithstanding that the order and timing of any such realization, sale sale, disposition or other Disposition liquidation may affect the amount of proceeds actually received by such Claimholders class of Creditors from such realization, sale sale, disposition or other Dispositionliquidation. (b) Except with respect to the rights of the First-Lien Collateral Agent and the other First-Lien Creditors set forth in this Agreement, the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, also agrees that the Second-Lien Creditors and the Second-Lien Collateral Agent shall have no liability to the First-Lien Collateral Agent or any other First-Lien Creditors, and the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, hereby waives 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 Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the ATA Collateral), (ii) the collection of the Second-Lien Obligations or (iii) the foreclosure upon, or sale, liquidation or other disposition of, any ATA Collateral. The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors, agrees that the Second-Lien Creditors and the Second-Lien Collateral Agent have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Second-Lien Collateral, the Second-Lien Obligations or otherwise (except to the extent set forth in this Agreement). 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 ATA Collateral or for any delay in doing so, or will be under any obligation to sell or otherwise dispose of any ATA Collateral upon the request of Parent or any other Grantor or upon the request of the First-Lien Collateral Agent, any other holder of First-Lien Obligations or any other Person or to take any other action whatsoever with regard to the ATA Collateral or any part thereof. Without limiting the foregoing, each First-Lien Creditor by accepting the benefits of the First-Lien Security Documents agrees that neither the Second-Lien Collateral Agent nor any other Second-Lien Creditor (in directing the Second-Lien Collateral Agent to take any action with respect to the ATA Collateral) shall have any duty or obligation to realize first upon any type of ATA Collateral or to sell, dispose of or otherwise liquidate all or any portion of the ATA 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 First-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 First Lien Obligations, Xxxxxxx both Xxxxx Fargo Bank, National Association and Jefferies Finance LLC 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 ClaimholderCreditor, all as if Xxxxxxx Xxxxx either such Person were not the First First-Lien Collateral Agent. With respect to its share of Agent or the Second Second-Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “ClaimholdersCreditors” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each such Person in its individual capacity as a ClaimholderCreditor. Xxxxxxx Sachs, Royal Bank Each such Person and their respective Affiliates its affiliates may lend money to, and generally engage in any kind of business with, the Obligors Grantors or any of their Affiliates as if Xxxxxxx Xxxxx they were not acting as the First First-Lien Collateral Agent and Royal Bank were not acting as the Second or Second-Lien Collateral Agent and without any duty to account therefor to any other ClaimholderCreditor.

Waiver of Liability. (a) Each Second Lien Collateral AgentI, on behalf of itself myself, my personal representatives, heirs, executors, administrators, agents, and assigns, HEREBY RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO XXX XXX, including its Related Second Lien Claimholdersgoverning board, agrees trustees, directors, officers, employees, and any students, agents or volunteers acting at USI’s direction (collectively referred to as "Releasees"), for any and all liability, including any and all claims, demands, causes of action (known or unknown), suits, or judgments of any and every kind (including attorneys’ fees), arising from any injury, damage or death that I may suffer while playing, practicing or in any other way involved in my participation in the Program, REGARDLESS OF WHETHER THE INJURY, DAMAGE OR DEATH IS CAUSED BY THE RELEASEES, UNLESS THE INJURY DAMAGE OR DEATH IS CAUSED BY THE RELEASEES’ GROSS NEGLIGENCE OR INTENTIONAL ACTS, AND REGARDLESS OF WHETHER THE INJURY DAMAGE OR DEATH OCCURS WHILE IN, ON, UPON, OR IN TRANSIT TO OR FROM THE PREMISES WHERE THE ACTIVITY, OR ANY LOCATION ADJUNCT TO THE ACTIVITY, OCCURS OR IS BEING CONDUCTED. I further agree that the First Lien Collateral Agents Releasees are not in any way responsible for any injury or damage that I sustain as a result of my own negligent or grossly negligent acts or my own intentional misconduct and I hereby release Releasees from any liability for the other First Lien Claimholders shall have no same. USI expressly disclaims liability for actions of third parties, which includes but is not limited to students, agents or volunteers who are not acting under the direction and control of USI. I, hereby release Releasees from any Second Lien Collateral Agent and all liability, including any and all claims, demands, causes of action (known or unknown), suits, or judgments of any other Second Lien Claimholdersand every kind (including attorneys' fees), and each Second Lien Collateral Agentarising from any injury, damage or death that I may suffer as a result of actions of any third parties who are not Releasees. INDEMNITY: I, on behalf of itself myself, my personal representatives, heirs, executors, administrators, agents, and its Related Second Lien Claimholdersassigns, hereby waives agree to hold harmless, the Releasees from any claim against and all liability, including any First Lien Collateral Agent and all claims, demands, causes of action (known or unknown), suits, or judgments of any and every kind (including attorneys’ fees), arising from any injury, damage or death that I may suffer as a result of my participation in the Program, REGARDLESS OF WHETHER THE INJURY, DAMAGE OR DEATH IS CAUSED BY THE RELEASEES OR OTHERWISE, UNLESS THE INJURY DAMAGE OR DEATH IS CAUSED BY THE RELEASEES’ GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. I further agree that, in the event that I or any of my family members, personal representatives, heirs, executors, administrators, agents, assigns or any other First Lien Claimholderthird party attempts to assert any claims, demands, causes of action (known or unknown), suits, or judgments of any and every kind (including attorneys' fees), arising out from any injury, damage or death to me, including but not limited to any injury resulting from my own negligence, gross negligence or intentional misconduct during or related to the Program, I AGREE TO DEFEND AND INDEMNIFY RELEASEES AGAINST SUCH CLAIMS, DEMANDS, CAUSES OF ACTION (KNOWN OR UNKNOWN), SUITS, AND/OR JUDGMENTS OF ANY AND EVERY KIND (INCLUDING ATTORNEYS' FEES) TO THE FULLEST EXTENT PERMITTED BY LAW. Program. I further acknowledge that I am responsible for the cost of any and all actions which any First Lien Collateral Agent or any other First Lien Claimholders medical and health services I may take or permit or omit incur not directly related to take with respect to: (i) the First Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests my participation 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. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Collateral Agents and the other First Lien Claimholders 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 Agents nor any other 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 any Obligor or upon the request of any Second Lien Collateral Agent, any other Second Lien Claimholder 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 Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that neither any First Lien Collateral Agent nor any other First Lien Claimholder (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 or otherwise Dispose of 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 First Lien Claimholders or any Second Lien Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other DispositionProgram. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second Lien Collateral Agent, on behalf of itself The Escrow Agent and its Related Second Lien Claimholders, agrees that the First Lien Collateral Agents and the other First Lien Claimholders shall have no liability to any Second Lien Collateral Agent or any other Second Lien Claimholdersdesignees, and each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any claim against any First Lien Collateral Agent or any other First Lien Claimholder, arising out of any and all actions which any First Lien Collateral Agent or any other First Lien Claimholders 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. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Collateral Agents and the other First Lien Claimholders 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 Agents nor any other First Lien Claimholder nor any of their respective directors, officers, employees partners, employees, attorneys and agents, shall not incur any liability whatsoever for the investment or agents will be liable disposition of funds, the holding or delivery of documents or the taking of any other action in accordance with the terms and provisions of this Escrow Agreement, for failure to demandany mistake or error in judgment, collect for compliance with any applicable law or realize upon any attachment, order or other directive of the Collateral any court or other authority (irrespective of any conflicting term or provision of this Escrow Agreement), or for any delay in doing so, act or will be under any obligation to sell or otherwise Dispose omission of any Collateral upon other person engaged by the request of Escrow Agent in connection with this Escrow Agreement; and the Company and each Purchaser hereby waives any Obligor or upon and all claims and actions whatsoever against the request of any Second Lien Collateral Agent, any other Second Lien Claimholder 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 Collateral Agent, on behalf of itself Escrow Agent and its Related Second Lien Claimholdersdesignees, agrees that neither any First Lien Collateral Agent nor any other First Lien Claimholder (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 or otherwise Dispose of 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 First Lien Claimholders or any Second Lien Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money todirectors, officers, partners, employees, attorneys and agents, arising out of or related directly or indirectly to any and all of the foregoing acts, omissions and circumstances. Furthermore, the Escrow Agent and its designees, and generally engage in their respective directors, officers, partners, employees, attorneys and agents, shall not incur any kind liability (other than for a person's own acts or omissions breaching a duty owed to the claimant and amounting to gross negligence or willful misconduct as finally determined pursuant to applicable law by a governmental authority having jurisdiction) for other acts and omissions arising out of business withor related directly or indirectly to this Escrow Agreement or the escrowed funds or documents; and the Company and each Purchaser hereby expressly waives any and all claims and actions (other than those attributable to a person's own acts or omissions breaching a duty owed to the claimant and amounting to gross negligence or willful misconduct as finally determined pursuant to applicable law by a governmental authority having jurisdiction) against the Escrow Agent and its designees, and their respective directors, officers, partners, employees, attorneys and agents, arising out of or related directly or indirectly to any and all of the foregoing acts, omissions and circumstances. Notwithstanding anything to the contrary stated herein or any interpretation thereof, the Obligors Escrow Agent shall be responsible for any act or any omission that constitutes his or his agent’s gross negligence, willful misconduct, or direct contravention of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent terms of this Agreement or a joint directive of the Lead Investor and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholder.Company authorized hereby. ​ ​ ​ ​

Waiver of Liability. (a) Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Collateral Agents and the other First Lien Claimholders shall have no liability to any Second Lien Collateral Agent or any other Second Lien Claimholders, and each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any claim against any First Lien Collateral Agent or any other First Lien Claimholder, arising out of any and all actions which any First Lien Collateral Agent or any other First Lien Claimholders 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. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Collateral Agents and the other First Lien Claimholders 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 Agents nor any other 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 any Obligor or upon the request of any Second Lien Collateral Agent, any other Second Lien Claimholder 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 Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that neither any First Lien Collateral Agent nor any other First Lien Claimholder (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 sell, liquidate or otherwise Dispose of 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 First Lien Claimholders or any Second Lien Claimholders, notwithstanding that the order and timing of any such realization, sale sale, liquidation or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale sale, liquidation or other Disposition. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx Jefferies 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 Claimholder, all as if Xxxxxxx Xxxxx Jefferies were not the First Lien Credit Agreement Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank [ ] were not the Second Lien Credit Agreement Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx Jefferies and Royal Bank[ ], each in its their respective individual capacity capacities as a ClaimholderClaimholders. Xxxxxxx SachsJefferies, Royal Bank [ ] and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx Jefferies were not acting as the First Lien Credit Agreement Collateral Agent and Royal Bank [ ] were not acting as the Second Lien Credit Agreement Collateral Agent Agent, respectively, and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Senior Collateral Agents and the other First Lien Senior Claimholders shall have no liability to any Second Lien Junior Collateral Agent or any other Second Lien Junior Claimholders, and each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any claim against any First Lien Senior Collateral Agent or any other First Lien Senior Claimholder, arising out of any and all actions which any First Lien Senior Collateral Agent or any other First Lien Senior Claimholders 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 CollateralCollateral in which a Senior Claimholder has a Senior Lien), (ii) the collection of the First Lien Senior Obligations or (iii) the foreclosure upon, or sale, liquidation or other Disposition of, any First Lien CollateralCollateral in which a Senior Claimholder has a Senior Lien. Each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Senior Collateral Agents and the other First Lien Senior Claimholders have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First Lien CollateralCollateral in which a Senior Claimholder has a Senior Lien, the First Lien Senior Obligations or otherwise. Neither the First Lien Senior Collateral Agents nor any other First Lien Senior 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 in which a Senior Claimholder has a Senior Lien or for any delay in doing so, or will be under any obligation to sell or otherwise Dispose of any such Collateral upon the request of any Obligor or upon the request of any Second Lien Junior Collateral Agent, any other Second Lien Junior Claimholder or any other Person or to take any other action whatsoever with regard to the such Collateral or any part thereof. Without limiting the foregoing, each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that neither any First Lien Senior Collateral Agent nor any other First Lien Senior Claimholder (in directing the First Lien Senior Collateral Agent to take any action with respect to the CollateralCollateral in which a Senior Claimholder has a Senior Lien) shall have any duty or obligation to realize first upon any type of Collateral in which a Senior Claimholder has a Senior Lien or to sell or otherwise Dispose of all or any portion of the such 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 First Lien Senior Claimholders or any Second Lien Junior Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second Lien Collateral AgentCHG, on behalf of itself and its Related Second Lien Claimholdersthe Junior Creditors, also agrees that the First Lien Collateral Agents Senior Creditors and the other First Lien Claimholders Senior Collateral Agent shall have no liability to any Second Lien Collateral Agent CHG or any other Second Lien ClaimholdersJunior Creditors, and each Second Lien Collateral AgentCHG, on behalf of itself and its Related Second Lien Claimholdersthe other Junior Creditors, hereby waives any claim against any First Lien Senior Creditor or the Senior Collateral Agent or any other First Lien ClaimholderAgent, arising out of any and all actions which any First Lien the Senior Creditors or the Senior Collateral Agent or any other First Lien Claimholders may take or permit or omit to take take, in each case other than to the extent undertaken in breach of this Agreement or applicable law, with respect to: (i) the First Lien Senior Documents other than this Agreement (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 disposition of, any First Lien Senior Collateral. Each Second Lien Collateral AgentCHG, on behalf of itself and its Related Second Lien Claimholdersthe Junior Creditors, also agrees that the First Lien Collateral Agents Senior Creditors and the other First Lien Claimholders 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 Agents Agent nor any other First Lien Claimholder 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 dispose of any Collateral upon the request of Holdings, the Borrower or any Obligor other Grantor or upon the request of any Second Lien Collateral AgentCHG, any other Second Lien Claimholder holder of CHG Lease 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, CHG and each Second Lien Collateral Agent, on behalf Junior Creditor by accepting the benefits of itself and its Related Second Lien Claimholders, the CHG Lease Facility Documents agrees that neither any First Lien the Senior Collateral Agent nor any other First Lien Claimholder Senior Creditor (in directing the First Lien Senior 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 sell, dispose of or otherwise Dispose of 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 First Lien Claimholders class of creditors holding Senior Obligations, CDF2 Loan Obligations or any Second Lien ClaimholdersCHG Lease Obligations, notwithstanding that the order and timing of any such realization, sale sale, disposition or other Disposition liquidation may affect the amount of proceeds actually received by such Claimholders class of creditors from such realization, sale sale, disposition or other Dispositionliquidation. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second Lien Collateral AgentI, on behalf of itself myself, Participant, my personal representatives, heirs, executors, administrators, agents, and assigns, HEREBY RELEASE, WAIVE, DISCHARGE, AND COVENANT NOT TO XXX XXXXXXXXX UNIVERSITY, including its Related Second Lien Claimholdersgoverning board, agrees trustees, directors, officers, employees, and any agents or volunteers acting at Otterbein University’s direction (collectively referred to as “Releasees”), for any and all liability, including any and all claims, demands, causes of action (known or unknown), suits, or judgments of any and every kind (including attorneys’ fees), arising from any distress, injury, illness, damage, disability or harm that Participant may suffer as a result of living in the residence halls REGARDLESS OF WHETHER THE DISTRESS, INJURY, ILLNESS, DAMAGE, DISABILITY, OR HARM IS CAUSED BY THE RELEASEES, UNLESS SOLELY CAUSED BY THE RELEASEES’ NEGLIGENCE OR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. I further agree that the First Lien Collateral Agents Releasees are not in any way responsible for any injury or damage that Participant may sustain as a result of his or her own negligent or grossly negligent acts or his or her own intentional misconduct and I hereby release Releasees from any liability for the other First Lien Claimholders shall have no same. Otterbein University expressly disclaims liability for actions of third parties, which includes but is not limited to agents or volunteers who are not acting under the direction and control of Otterbein University. I, hereby release Releasees from any Second Lien Collateral Agent and all liability, including any and all claims, demands, causes of action (known or unknown), suits, or judgments of any other Second Lien Claimholdersand every kind (including attorneys’ fees), and each Second Lien Collateral Agentarising from any injury, damage or harm that Participant may suffer as a result of actions of any third parties who are not Releasees. INDEMNITY: I, on behalf of itself myself, Participant, my personal representatives, heirs, executors, administrators, agents, and its Related Second Lien Claimholdersassigns, hereby waives agree to hold harmless the Releasees from any claim against and all liability, including any First Lien Collateral Agent and all claims, demands, causes of action (known or any other First Lien Claimholderunknown), arising out suits, or judgments of any and all actions which any First Lien Collateral Agent or any other First Lien Claimholders may take or permit or omit to take with respect to: every kind (i) the First Lien Documents (including, without limitation, any failure to perfect or obtain perfected security interests in the First Lien Collateralincluding attorneys’ fees), (ii) the collection of the First Lien Obligations arising from any injury, damage or (iii) the foreclosure upon, or sale, liquidation or other Disposition of, any First Lien Collateral. Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees death that the First Lien Collateral Agents and the other First Lien Claimholders 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 Agents nor any other 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 any Obligor or upon the request of any Second Lien Collateral Agent, any other Second Lien Claimholder 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 Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that neither any First Lien Collateral Agent nor any other First Lien Claimholder (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 or otherwise Dispose of all or any portion of the Collateral in any manner, including Participant may suffer as a result of living in the application of residence halls, REGARDLESS OF WHETHER THE DISTRESS, INJURY, DAMAGE, DISABILITY OR HARM IS CAUSED BY THE RELEASEES OR OTHERWISE, UNLESS SOLELY CAUSED BY THE RELEASEES’ NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. I further agree that, in the principles of marshaling or otherwise, event that would maximize the return to any First Lien Claimholders or any Second Lien Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors I or any of their Affiliates as if Xxxxxxx Xxxxx were my family members, personal representatives, heirs, executors, administrators, agents, assigns or any other third party attempts to assert any claims, demands, causes of action (known or unknown), suits, or judgments of any and every kind (including attorneys’ fees), arising from any injury, damage or harm to Participant, including but not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor limited to any other Claimholderinjury resulting from Participant’s own negligence, gross negligence or intentional misconduct during or related to the Activity, I AGREE TO DEFEND AND INDEMNIFY RELEASEES AGAINST SUCH CLAIMS, DEMANDS, CAUSES OF ACTION (KNOWN OR UNKNOWN), SUITS, AND/OR JUDGMENTS OF ANY AND EVERY KIND (INCLUDING ATTORNEYS’ FEES) TO THE FULLEST EXTENT PERMITTED BY LAW.

Waiver of Liability. (a) Each The Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Collateral Agents and the other First Lien Claimholders shall have no liability to any Second Lien Collateral Agent or any other Second Lien Claimholders, and each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any claim against the Control Agent, any First Lien Collateral Agent Creditor or any other the First Lien ClaimholderAgent, arising out of any and all actions which any the Control Agent, the First Lien Collateral Agent Creditors or any other the First Lien Claimholders 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 disposition of, any First Lien Collateral. Each The Second Lien Collateral Agent, on behalf of itself and its Related the Second Lien Claimholders, also agrees that the Control Agent, the First Lien Collateral Agents Creditors and the other First Lien Claimholders 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 Control Agent, the First Lien Collateral Agents Agent nor any other First Lien Claimholder 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 dispose of any Collateral upon the request of the Company, the Parent or any Obligor other Grantor or upon the request of any the Second Lien Collateral Agent, any other holder of Second Lien Claimholder Obligations or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofthereof (except to the extent required by the terms of the First Lien Documents). Without limiting the foregoing, each Second Lien Collateral Agent, on behalf Claimholder by accepting the benefits of itself and its Related the Second Lien Claimholders, Documents agrees that neither any the Control Agent, the First Lien Collateral Agent nor any other First Lien Claimholder Creditor (in directing the First Lien Collateral either such 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 sell, dispose of or otherwise Dispose of 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 Claimholders Obligations or any Second Lien ClaimholdersObligations), notwithstanding that the order and timing of any such realization, sale sale, disposition or other Disposition liquidation may affect the amount of proceeds actually received by such Claimholders class of creditors from such realization, sale sale, disposition or other Dispositionliquidation. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx Bank of America, N.A. (together with its successors and assigns and in its capacity as a First Lien Creditor, “BOA”) 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 ClaimholderFirst Lien Creditor, all as if Xxxxxxx Xxxxx BOA were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “ClaimholdersCreditors” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each BOA in its individual capacity as a ClaimholderFirst Lien Creditor. Xxxxxxx Sachs, Royal Bank BOA and their respective Affiliates its affiliates may lend money to, and generally engage in any kind of business with, the Obligors Grantors or any of their Affiliates as if Xxxxxxx Xxxxx BOA were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other ClaimholderCreditor.

Waiver of Liability. (a) Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Collateral Agents and the other First Lien Claimholders shall have no liability to any Second Lien Collateral Agent or any other Second Lien Claimholders, and each Second Lien Collateral Agent, on behalf of itself and its Related Second Second-Lien Claimholders, hereby waives any claim against the Control Agent, any First First-Lien Collateral Agent Creditor or any other First the First-Lien ClaimholderAgent, arising out of any and all actions which any First the Control Agent, the First-Lien Collateral Creditors or the First-Lien Agent or any other First Lien Claimholders may take or permit or omit to take with respect to: (i) the First First-Lien Credit 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 disposition of, any First First-Lien Collateral. Each Second The Second-Lien Collateral Agent, on behalf of itself and its Related Second the Second-Lien Claimholders, also agrees that the First Control Agent, the First-Lien Collateral Agents Creditors and the other First First-Lien Claimholders Agent 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 Control Agent, the First-Lien Collateral Agents Agent nor any other First First-Lien Claimholder 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 dispose of any Collateral upon the request of the Parent or any Obligor other Grantor or upon the request of any Second the Second-Lien Collateral Agent, any other Second holder of Second-Lien Claimholder 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 Collateral Agent, on behalf Claimholder by accepting the benefits of itself and its Related Second the Second-Lien Claimholders, Loan Documents agrees that neither any First the Control Agent, the First-Lien Collateral Agent nor any other First First-Lien Claimholder 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 sell, dispose of or otherwise Dispose of 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 First class of Creditors holding Obligations of any type (whether First-Lien Claimholders Obligations or any Second Second-Lien ClaimholdersObligations), notwithstanding that the order and timing of any such realization, sale sale, disposition or other Disposition liquidation may affect the amount of proceeds actually received by such Claimholders class of Creditors from such realization, sale sale, disposition or other Dispositionliquidation. (b) With respect to its share of the First Lien Obligations, Xxxxxxx Xxxxx 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 Claimholder, all as if Xxxxxxx Xxxxx were not the First Lien Collateral Agent. With respect to its share of the Second Lien Obligations, Royal 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 Claimholder, all as if Royal Bank were not the Second Lien Credit Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx and Royal Bank, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx were not acting as the First Lien Collateral Agent and Royal Bank were not acting as the Second Lien Collateral Agent and without any duty to account therefor to any other Claimholder.

Waiver of Liability. (a) Each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the First Lien Senior Collateral Agents and the other First Lien Senior Claimholders shall have no liability to any Second Lien Junior Collateral Agent or any other Second Lien Junior Claimholders, and each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, hereby waives any claim against any First Lien Senior Collateral Agent or any other First Lien Senior Claimholder, arising out of any and all actions which any First Lien Senior Collateral Agent or any other First Lien Senior Claimholders 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 CollateralCollateral in which a Senior Claimholder has a Senior Lien), (ii) the collection of the First Lien Senior Obligations or (iii) the foreclosure upon, or sale, liquidation or other Disposition of, any First Lien CollateralCollateral in which a Senior Claimholder has a Senior Lien. Each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, also agrees that the First Lien Senior Collateral Agents and the other First Lien Senior Claimholders have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the First Lien CollateralCollateral in which a Senior Claimholder has a Senior Lien, the First Lien Senior Obligations or otherwise. Neither the First Lien Senior Collateral Agents nor any other First Lien Senior 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 in which a Senior Claimholder has a Senior Lien or for any delay in doing so, or will be under any obligation to sell or otherwise Dispose of any such Collateral upon the request of any Obligor or upon the request of any Second Lien Junior Collateral Agent, any other Second Lien Junior Claimholder or any other Person or to take any other action whatsoever with regard to the such Collateral or any part thereof. Without limiting the foregoing, each Second Lien Junior Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that neither any First Lien Senior Collateral Agent nor any other First Lien Senior Claimholder (in directing the First Lien Senior Collateral Agent to take any action with respect to the CollateralCollateral in which a Senior Claimholder has a Senior Lien) shall have any duty or obligation to realize first upon any type of Collateral in which a Senior Claimholder has a Senior Lien or to sell or otherwise Dispose of all or any portion of the such 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 First Lien Senior Claimholders or any Second Lien Junior Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition. (b) With respect to its share of the First Lien ABL Obligations, Xxxxxxx Xxxxx BoA 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 Claimholder, all as if Xxxxxxx Xxxxx BoA were not the First Lien ABL Credit Agreement Collateral Agent. With respect to its share of the Second First Lien Obligations, Royal Bank BoA 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 Claimholder, all as if Royal Bank BoA were not the First Lien Credit Agreement Collateral Agent. With respect to its share of the Second Lien Obligations, Ankura 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 Claimholder, all as if Ankura were not the Second Lien Credit Notes Collateral Agent. The term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include Xxxxxxx Xxxxx BoA, and Royal BankAnkura, each in its individual capacity as a Claimholder. Xxxxxxx Sachs, Royal Bank BoA and Ankura and their respective Affiliates may lend money to, and generally engage in any kind of business with, the Obligors or any of their Affiliates as if Xxxxxxx Xxxxx BoA were not acting as the ABL Credit Agreement Collateral Agent or the First Lien Collateral Credit Agreement Administrative Agent and Royal Bank Ankura were not acting as the Second Lien Notes Collateral Agent and without any duty to account therefor hereof to any other Claimholder.