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.

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.

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.

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.

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 repairing the same is accessible 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 Dispositionnot.

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.

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.

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 act or omission of any other person engaged by the Escrow Agent in doing soconnection with this Escrow Agreement; and the Company and each Purchaser hereby waives any and all claims and actions whatsoever 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. Furthermore, the Escrow Agent and its designees, and their respective directors, officers, partners, employees, attorneys and agents, shall not incur any 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 or 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 Escrow Agent shall be responsible for any act or omission that constitutes his or his agent’s gross negligence, willful misconduct, 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 direct contravention of the Collateral in any manner, including as terms of this Agreement or a result joint directive of the application of Lead Investor and 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.Company authorized hereby. ​ ​ ​ ​

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.

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.

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.

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.

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.