Common use of No Warranties or Liability Clause in Contracts

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, of the Notes Collateral Agent (on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, the Noteholders) and the Pari Passu Collateral Agent (on behalf of itself and the Pari Passu Lenders) acknowledges and agrees that neither any Senior Representative the Working Capital Facility Collateral Agent nor any other Senior Secured Party Working Capital Facility Lender has made any express or implied representation or warranty, including including, without limitation, with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral Working Capital Facility Obligations or the perfection or priority of any Liens thereonWorking Capital Facility Documents. The Senior Secured Parties Working Capital Facility Collateral Agent and the Working Capital Facility Lenders will be entitled to manage and supervise their respective loans and extensions of credit under to the Senior Debt Documents Company in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Working Capital Facility Collateral Agent and the Working Capital Facility Lenders may manage their loans and extensions of credit without regard to any rights or interests that any of the Second Priority Representatives and the Second Priority Debt Senior Subordinated Secured Parties have in the Shared Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither any Senior Representative the Working Capital Facility Collateral Agent nor any other Senior Secured Party Working Capital Facility Lender shall have any duty to any Second Priority Representative or Second Priority Debt Party of the Senior Subordinated Secured Parties to act or refrain from acting in a manner that which allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with any Obligor (including, without limitation, the Company or any Subsidiary (including Notes Documents and the Second Priority Debt Pari Passu Indebtedness Documents), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this AgreementEach of the Working Capital Facility Collateral Agent (on behalf of itself and the Working Capital Facility Lenders, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives Existing Notes Collateral Agent (on behalf of itself and the Second Priority Debt Parties have not otherwise Existing Notes Noteholders) and the Pari Passu Collateral Agent (on behalf of itself and the Pari Passu Lenders) acknowledges and agrees that neither the Interim Notes Trustee, Interim Notes Collateral Agent nor any Interim Notes Noteholder has made to each other, nor do they hereby make to each other, any warranties, express or impliedimplied representation or warranty, nor do they assume any liability to each other including, without limitation, with respect to (a) the enforceabilityexecution, validity, value legality, completeness, collectability, or collectibility enforceability of any of the Senior Obligations, the Second Priority Debt Interim Notes Obligations or the Interim Notes Documents or any guarantee other Obligations or security which Secured Debt Documents or this Agreement. The Interim Notes Trustee, Interim Notes Collateral Agent and the Interim Notes Noteholders will be entitled to manage and supervise their respective loans and extensions of credit to the Company in accordance with law and as they may have been granted otherwise, in their sole discretion, deem appropriate, and the Interim Notes Trustee, Interim Notes Collateral Agent and the Interim Notes Noteholders may manage their loans and extensions of credit without regard to any of them in connection therewith, (b) any Grantor’s title to rights or right to transfer interests that any of the other Secured Parties have in the Shared Collateral or (c) any other matter otherwise, except as otherwise expressly set forth provided in this Agreement. Neither the Interim Notes Trustee, Interim Notes Collateral Agent nor any of the Interim Notes Noteholders shall have any duty to any other Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Obligor (including, without limitation, the Working Capital Facility Documents, the Notes Documents and the Pari Passu Indebtedness Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. Each Second Second-Priority RepresentativeAgent, on behalf of itself and each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, acknowledges and agrees that neither the Intercreditor Agent nor any Senior Representative nor any other Senior Secured Party Lender has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second-Priority Agent or any of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Intercreditor Agent nor any Senior Representative nor any other Senior Secured Party Lender shall have any duty to any Second Second-Priority Representative Agent or Second any Second-Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Second-Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Senior RepresentativesIntercreditor Agent, the Senior Secured PartiesLenders, the Second Second-Priority Representatives Agents and the Second Second-Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond-Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. Each Second Junior Priority Representative, on behalf of itself and each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Junior Priority Representative or Second Junior Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrowers or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither any First Lien Agent nor any Senior Representative nor any other Senior Secured Party has Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agent or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative First Lien Agent nor any other Senior Secured Party Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agents, the Senior Secured PartiesLenders, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority RepresentativeThe Revolving Credit Collateral Agent, on behalf of itself and each Second Priority Debt Party the Revolving Credit Claimholders under its Second Priority Debt Facilitythe Revolving Credit Documents, acknowledges and agrees that neither any Senior Representative no Fixed Asset Collateral Agent nor any other Senior Secured Party Fixed Asset Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Fixed Asset Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Except as otherwise provided in this Agreement, the Fixed Asset Collateral Agents and the Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Fixed Asset Documents in accordance with law and the Fixed Asset Documents, as they may otherwisemay, in their sole discretion, deem appropriate. Each Fixed Asset Collateral Agent, on behalf of itself and the Senior Secured Parties may manage their loans applicable Fixed Asset Claimholders, acknowledges and extensions agrees that neither the Revolving Credit Collateral Agent nor any Revolving Credit Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of credit without regard to any rights or interests that of the Second Priority Representatives and Revolving Credit Documents, the Second Priority Debt Parties have in the Shared ownership of any Collateral or otherwise, except the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Documents in accordance with law and the Revolving Credit Documents, as they may, in their sole discretion, deem appropriate. Neither any Senior Representative No Fixed Asset Collateral Agent nor any other Senior Secured Party Fixed Asset Claimholders shall have any duty to the Revolving Credit Collateral Agent or any Second Priority Representative of the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall have no duty to any Fixed Asset Collateral Agent or Second Priority Debt Party any of the Fixed Asset Claimholders, to act or refrain from acting in a manner that which allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary Grantor (including the Second Priority Debt Revolving Credit Documents and the Fixed Asset Documents), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither any First Lien Agent nor any Senior Representative nor any other Senior Secured Party has Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agent or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative First Lien Agent nor any other Senior Secured Party Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Borrower or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agents, the Senior Secured Parties, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Borrower’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither the Senior Collateral Agent nor any Senior Representative nor any or other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Senior Collateral Agent nor any Senior Representative nor any or other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Parent Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Collateral Agent, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Parent Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Junior Representative, on behalf of itself and each Second Priority Debt Junior Secured Party under its Second Priority Junior Debt Facility, acknowledges and agrees that neither any the Designated Senior Representative nor any other Senior Representative or other Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Junior Representatives and the Second Priority Debt Junior Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any the Designated Senior Representative nor any other Senior Representative or other Senior Secured Party shall have any duty to any Second Priority Junior Representative or Second Priority Debt Junior Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Junior Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Designated Senior Representative, the other Senior Representatives, the Senior Secured Parties, the Second Priority Junior Representatives and the Second Priority Debt Junior Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Junior Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Priority Representative nor any other Senior Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with law Applicable Law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Priority Representative nor any other Senior Priority Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with Holdings, the Company Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Priority Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither any First Lien Agent nor any Senior Representative nor any other Senior Secured Party has Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agent or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative First Lien Agent nor any other Senior Secured Party Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Borrower or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agents, the Senior Secured PartiesLenders, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Borrower’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Second-Priority Representative, on behalf of itself and each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, acknowledges and agrees that neither any Senior Representative the First-Priority Collateral Agent nor any other Senior First-Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First-Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under Neither the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second First-Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative Agent nor any other Senior First-Priority Secured Party shall have any duty to any Second Second-Priority Representative or Second any Second-Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Second-Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Junior Lien Intercreditor Agreement, the Senior RepresentativesFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, the Second Second-Priority Representatives and the Second Second-Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Second-Priority Obligations, the Second First-Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second The Super Priority RepresentativeAgent, on behalf of itself and each Second the Super Priority Debt Party Claimholders under its Second the Super Priority Debt FacilityLoan Documents, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has each of the Collateral Agent, the Indenture Claimholders, the Second Priority Agent and the Second Lien Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Indenture Documents, the Second Lien Loan Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Except as otherwise provided herein, the Indenture Claimholders and the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Indenture Documents and the Second Lien Loan Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Collateral Agent, on behalf of itself and the Senior Secured Parties may Indenture Claimholders under the Indenture Documents, acknowledges and agrees that the Super Priority Agent, the Super Priority Claimholders, the Second Priority Agent and the Second Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Super Priority Loan Documents, the Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Super Priority Claimholders and the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit without regard to any rights or interests that under the Second Super Priority Representatives Loan Documents and the Second Priority Debt Parties have Lien Loan Documents, respectively, in the Shared Collateral or accordance with law and as they may otherwise, except in their sole discretion, deem appropriate. Except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Partiesherein, the Second Priority Representatives Agent, on behalf of itself and the Second Lien Claimholders under the Second Lien Loan Documents, acknowledges and agrees that the Super Priority Debt Parties Agent, the Super Priority Claimholders, the Collateral Agent and the Indenture Claimholders have not otherwise made to each other, nor do they hereby make to each other, any warranties, no express or impliedimplied representation or warranty, nor do they assume any liability to each other including with respect to (a) the enforceabilityexecution, validity, value legality, completeness, collectibility or collectibility enforceability of any of the Senior ObligationsSuper Priority Loan Documents, the Second Priority Debt Obligations or Indenture Documents, the ownership of any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) the perfection or priority of any other matter except Liens thereon. Except as expressly set forth otherwise provided herein, the Super Priority Claimholders and the Indenture Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Super Priority Loan Documents and Indenture Documents, respectively, in this Agreementaccordance with law and as they may otherwise, in their sole discretion, deem appropriate.

No Warranties or Liability. Each Second Senior-Priority RepresentativeCollateral Agent, for itself and on behalf of the other Senior-Priority Secured Parties with respect to which such Senior-Priority Collateral Agent is acting as Agent and each Junior-Priority Collateral Agent, for itself and each Second on behalf of the other Junior-Priority Debt Party under its Second Secured Parties with respect to which such Junior-Priority Debt FacilityCollateral Agent is acting as Agent, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party that, except for the representations and warranties set forth in Xxxxxxx 0, xxxx of the parties to this Agreement has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Senior-Priority Documents, the Junior-Priority Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior So long as any Senior-Priority Debt remains outstanding, each Junior-Priority Collateral Agent, for itself and on behalf of the other Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, agrees that the Senior-Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit Senior-Priority Debt under the Senior Debt Senior-Priority Documents in accordance with law Law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Senior-Priority Secured Parties may manage their loans and extensions of credit Senior-Priority Debt under the Senior-Priority Documents without regard to any rights or interests that any Junior-Priority Collateral Agent or any of the Second other Junior-Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative None of the Senior-Priority Collateral Agents nor any of the other Senior Senior-Priority Secured Party Parties shall have any express or implied duty to any Second Junior-Priority Representative Collateral Agents or Second any of the other Junior-Priority Debt Party Secured Parties and neither the Junior-Priority Collateral Agents nor any of the other Junior-Priority Secured Parties shall have any express or implied duty to any Senior-Priority Collateral Agent or any of the other Senior-Priority Secured Parties to act or refrain from acting in a manner that which allows, or results in, the occurrence or continuance of an event of default or a default under any agreement agreements with the Company or any Subsidiary Grantor (including the Second Senior-Priority Debt Documents and the Junior-Priority Documents), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior No First Lien Secured Party has made made, nor shall have been deemed to have made, any express or implied representation or warrantywarranty upon which the Second Lien Agent or the other Second Lien Secured Parties may rely or otherwise, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First Lien Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties they may manage their loans and extensions of credit without regard to any rights or interests that the any Second Priority Representatives and the Lien Agent or any other Second Priority Debt Lien Secured Parties may have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior No First Lien Secured Party shall have any duty to the Second Lien Agent or any other Second Priority Representative or Second Priority Debt Lien Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary subsidiary thereof (including the Second Priority Debt Lien Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agent, the Senior any other First Lien Secured PartiesParty, the Second Priority Representatives and the Lien Agent, or any other Second Priority Debt Parties have Lien Secured Party has not otherwise made to each other, nor do they does any of them hereby make to each other, any warranties, express or implied, nor do they does any of them assume any liability to each other other, in each case with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Second Lien Obligations, the Second Priority Debt Obligations First Lien Obligations, or any guarantee or security which that may have been granted to any of them in connection therewithwith the First Lien Obligations or the Second Lien Obligations, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Except as set forth in Section 8.15, neither the First Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative Agent nor any other Senior Secured Party has First Priority Lender shall have been deemed to have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties First Priority Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties First Priority Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Parties Lenders have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First Priority Agent nor any other Senior Secured Party First Priority Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Party Lender to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Borrower or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Priority Agent, the Senior Secured PartiesFirst Priority Lenders, the Second Priority Representatives Agent and the Second Priority Debt Parties Lenders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsFirst Priority Claims, the Second Priority Debt Obligations Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Borrower’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Except as set forth in Section 9.14, neither the First Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative Agent nor any other Senior Secured Party has First Priority Lender shall have been deemed to have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt First Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties First Priority Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties First Priority Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Parties Lenders have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First Priority Agent nor any other Senior Secured Party First Priority Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Party Lender to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Borrower, any ABL Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Notwithstanding anything to the contrary herein contained, none of the parties hereto waives any claim that it may have against a Term Loan Agent or an ABL Agent, as applicable, on the grounds that any sale, transfer or other disposition by such Term Loan Agent or ABL Agent (as applicable) was not commercially reasonable to the extent required by the Uniform Commercial Code, the PPSA, the Mortgages Act or other applicable law. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Priority Agent, the Senior Secured PartiesFirst Priority Lenders, the Second Priority Representatives Agent and the Second Priority Debt Parties Lenders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior ObligationsFirst Priority Claims, the Second Priority Debt Obligations Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any GrantorBorrower’s or other grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Second-Priority Representative, on behalf of itself and each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, acknowledges and agrees that neither any Senior Representative the First-Priority Collateral Agent nor any other Senior First-Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First-Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior First-Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First-Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior First-Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that any Second-Priority Representative or any of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First-Priority Collateral Agent nor any other Senior First-Priority Secured Party shall have any duty to any Second Second-Priority Representative or Second any Second-Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Second-Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Senior RepresentativesFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, the Second Second-Priority Representatives and the Second Second-Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Second-Priority Obligations, the Second First-Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. Each Second Second-Priority RepresentativeAgent, on behalf of itself and each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, acknowledges and agrees that neither the Intercreditor Agent nor any Senior Representative nor any other Senior Secured Party Lender has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second-Priority Agent or any of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Intercreditor Agent nor any Senior Representative nor any other Senior Secured Party Lender shall have any duty to any Second Second-Priority Representative Agent or Second any Second-Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Second-Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Senior RepresentativesIntercreditor Agent, the Senior Secured PartiesLenders, the Second Second-Priority Representatives Agents and the Second Second-Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond-Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior No First Lien Obligations Secured Party has made made, nor shall have been deemed to have made, any express or implied representation or warrantywarranty upon which any Second Lien Obligations Representative or the other Second Lien Obligations Secured Parties may rely or otherwise, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First Lien Obligations Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior First Lien Obligations Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Lien Obligations Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties they may manage their loans and extensions of credit without regard to any rights or interests that the any Second Priority Representatives and the Lien Obligations Representative or any other Second Priority Debt Lien Obligations Secured Parties may have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior No First Lien Obligations Secured Party shall have any duty to any Second Priority Lien Obligations Representative or any other Second Priority Debt Lien Obligations Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary subsidiary thereof (including the Second Priority Debt Lien Obligations Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representativesno First Lien Obligations Representative, the Senior or any other First Lien Obligations Secured PartiesParty, the or any Second Priority Representatives and the Lien Obligations Representative, or any other Second Priority Debt Parties have not Lien Obligations Secured Party has otherwise made to each other, nor do they does any of them hereby make to each other, any warranties, express or implied, nor do they does any of them assume any liability to each other other, in each case with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Second Lien Obligations, the Second Priority Debt Obligations First Lien Obligations, or any guarantee or security which may have been granted to any of them in connection therewithwith the First Lien Obligations or the Second Lien Obligations, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any the Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any the Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesRepresentative, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Except as set forth in Section 9.14, neither the First Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative Agent nor any other Senior First Priority Secured Party has shall have been deemed to have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt First Priority Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior First Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Priority Documents in accordance with law Law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior First Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First Priority Agent nor any other Senior First Priority Secured Party shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Notwithstanding anything to the contrary herein contained, none of the parties hereto waives any claim that it may have against a Term Loan/Notes Agent or the ABL Agent, as applicable, on the grounds that any sale, transfer or other disposition by such Term Loan/Notes Agent or ABL Agent (as applicable) was not commercially reasonable to the extent required by the Uniform Commercial Code or other applicable Law. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Priority Agent, the Senior First Priority Secured Parties, the Second Priority Representatives Agent and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior First Priority Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Borrower’s or any other Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Holdings or any Borrower or other Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority RepresentativeThe Junior Lien Collateral Trustee, on behalf of itself and each Second other Junior Priority Debt Party under its Second Priority Debt FacilityParty, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party Tenaska has not made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt DocumentsTransaction Agreements, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Tenaska will be entitled to manage and supervise their respective loans and its extensions of credit under the Senior Debt Documents Transaction Agreements in accordance with law and as they it may otherwise, in their its sole discretion, deem appropriate, and the Senior Secured Parties Tenaska may manage their loans and its extensions of credit without regard to any rights or interests that the Second Priority Representatives Junior Lien Collateral Trustee and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party Tenaska shall not have any duty to the Junior Lien Collateral Trustee or any Second other Junior Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesTenaska, the Senior Secured Parties, the Second Priority Representatives Junior Lien Collateral Trustee and the Second other Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither the Senior Collateral Agent nor any Senior Representative nor any or other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Senior Collateral Agent nor any Senior Representative nor any or other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with Holdings, the Company Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Collateral Agent, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Priority Representative nor any other Senior Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Priority Representative nor any other Senior Priority Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrowers or any Subsidiary other Grantor (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Priority Representative nor any other Senior Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Priority Representative nor any other Senior Priority Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any other Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Except as set forth in Section 9.14, no First Priority Representative, on behalf of itself and each Second Agent or First Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has Holder shall have been deemed to have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt First Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties First Priority Holders will be entitled to manage and supervise administer their respective loans and extensions of credit under the Senior Debt First Priority Documents in accordance with law and as they may otherwise, in their sole discretiondetermination, deem appropriate, and the Senior Secured Parties First Priority Holders may manage administer their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Parties Holders have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party No First Priority Agent or First Priority Holder shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Party Holder to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company New Pyxus Topco or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Notwithstanding anything to the contrary herein contained, none of the parties hereto waives any claim that it may have against a Term/Note Agent or an ABL Agent, as applicable, on the grounds that any sale, transfer or other disposition by such Term/Note Agent or ABL Agent (as applicable) was not commercially reasonable to the extent required by the Uniform Commercial Code. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Priority Agents, the Senior Secured PartiesFirst Priority Holders, the Second Priority Representatives Agents and the Second Priority Debt Parties Holders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior ObligationsFirst Priority Claims, the Second Priority Debt Obligations Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Junior Representative, on behalf of itself and each Second Priority Junior Debt Party under its Second Priority Junior Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Junior Representatives and the Second Priority Junior Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Junior Representative or Second Priority Junior Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Junior Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Junior Representatives and the Second Priority Junior Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Junior Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Except as otherwise provided herein or in the Common Representative Agreement, each of the First Priority RepresentativeIndenture Trustee and the First Priority Collateral Trustee, each on behalf of itself and each Second the other First Priority Debt Party Claimholders under its Second the First Priority Debt FacilityDocuments, acknowledges and agrees that neither any Senior Representative nor any each of the Second Priority Collateral Trustee and the other Senior Secured Party has Second Priority Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Second Priority Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Except as otherwise provided herein or in the Common Representative Agreement, the Second Priority Claimholders will be entitled to manage and supervise their respective loans and extensions of credit act under the Senior Debt Second Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein or in the Common Representative Agreement, and the Senior Secured Parties may manage their loans and extensions each of credit without regard to any rights or interests that the Second Priority Representatives Indenture Trustee and the Second Priority Debt Parties Collateral Trustee, each on behalf of itself and the other Second Priority Claimholders, acknowledges and agrees that the First Priority Collateral Trustee and the other First Priority Claimholders have in made no express or implied representation or warranty, including with respect to the Shared execution, validity, legality, completeness, collectibility or enforceability of any of the First Priority Documents, the ownership of any Collateral or otherwise, except the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Priority Collateral Trustee and the other First Priority Claimholders will be entitled to act under the First Priority Documents in this accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as provided herein and in the Common Representative Agreement. Neither any Senior Representative nor any , the Second Priority Collateral Trustee and the other Senior Secured Party Second Priority Claimholders shall have any no duty to the First Priority Collateral Trustee or any of the other First Priority Claimholders, and the First Priority Collateral Trustee and the other First Priority Claimholders shall have no duty to the Second Priority Representative Collateral Trustee or any of the other Second Priority Debt Party Claimholders, to act or refrain from acting in a manner that allows, or which results in, in the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary other Grantor (including the First Priority Documents and the Second Priority Debt Documents), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company any Grantor or any other Subsidiary of the Parent (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Debt Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Second-Priority RepresentativeAgent, on behalf of itself and each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, acknowledges and agrees that neither any Senior Representative the Intercreditor Agent nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Collateral Security Property or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second-Priority Agent or any of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Collateral Security Property or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the Intercreditor Agent nor any other Senior Secured Party shall have any duty to any Second Second-Priority Representative Agent or Second any Second-Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Parent or any Subsidiary thereof (including the Second Second-Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesIntercreditor Agent, the Senior Secured Parties, the Second Second-Priority Representatives Agents and the Second Second-Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior ObligationsSecond-Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Parent’s title to or right to transfer any of the Shared Collateral Security Property or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Parent or any Subsidiary of its Subsidiaries (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Junior Representative, on behalf of itself and each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, acknowledges and agrees that neither any the Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Junior Representatives and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any the Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Junior Representative or Second Junior Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Holdings or any Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesRepresentative, the Senior Secured Parties, the Second Priority Junior Representatives and the Second Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Priority Representative nor any other Senior Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Priority Representative nor any other Senior Priority Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with Holdings, the Company Borrower or any Subsidiary of their Subsidiaries (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Each Senior Priority Representative, on behalf of itself and each Senior Priority Secured Party under its Senior Priority Debt Facility, acknowledges and agrees that neither any Second Priority Representative nor any other Second Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. Neither any Second Priority Representative nor any other Second Priority Secured Party shall have any duty to any Senior Priority Representative or Senior Priority Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with Holdings, the Borrower or any of their Subsidiaries (including the Senior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Priority Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Junior Representative, on behalf of itself and each Second Priority Debt Junior Secured Party under its Second Priority Junior Debt Facility, acknowledges and agrees that neither any the Designated Senior Representative nor any other Senior Representative or other Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Junior Representatives and the Second Priority Debt Junior Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any the Designated Senior Representative nor any other Senior Representative or other Senior Secured Party shall have any duty to any Second Priority Junior Representative or Second Priority Debt Junior Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Junior Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Designated Senior Representative, the other Senior Representatives, the Senior Secured Parties, the Second Priority Junior Representatives and the Second Priority Debt Junior Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Junior Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Junior Representative, on behalf of itself and each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Junior Representatives and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Junior Representative or Second Junior Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Junior Representatives and the Second Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each The Second Priority RepresentativeLien Collateral Agent, on behalf of itself and each Second other Junior Priority Debt Party under its Second Priority Debt FacilityParty, acknowledges and agrees that neither any Senior Representative the First Lien Collateral Agent nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives Lien Collateral Agent and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First Lien Collateral Agent nor any other Senior Secured Party shall have any duty to the Second Lien Collateral Agent or any Second other Junior Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Collateral Agent, the other Senior Secured Parties, the Second Priority Representatives Lien Collateral Agent and the Second other Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Junior Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Junior Representative, on behalf of itself and each Second Priority Debt Junior Secured Party under its Second Priority Junior Debt Facility, acknowledges and agrees that neither any the Designated Senior Representative nor any other Senior Representative or other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Junior Representatives and the Second Priority Debt Junior Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any the Designated Senior Representative nor any other Senior Representative or other Senior Secured Party shall have any duty to any Second Priority Junior Representative or Second Priority Debt Junior Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company AMC or any Subsidiary of its subsidiaries (including the Second Priority Junior Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Designated Senior Representative, the other Senior Representatives, the Senior Secured Parties, the Second Priority Junior Representatives and the Second Priority Debt Junior Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Junior Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Company, any Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second The Junior Priority RepresentativeCollateral Agent, on behalf of itself and each Second Junior Priority Debt Party under its Second Priority Debt FacilityClaimholder, acknowledges and agrees that neither any no Senior Representative nor any Priority Collateral Agent or other Senior Secured Party Priority Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Priority Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Except as otherwise provided in this Agreement, the Senior Secured Parties Priority Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Priority Documents in accordance with law and the Senior Priority Documents, as they may otherwisemay, in their sole discretion, deem appropriate, appropriate and the Senior Secured Parties Priority Claimholders may manage their loans and extensions of credit without regard to any rights or interests that the Second Junior Priority Representatives Collateral Agents and the Second Junior Priority Debt Parties Claimholders have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative Priority Collateral Agent nor any other Senior Secured Party Priority Claimholders shall have any duty to any Second Junior Priority Representative Collateral Agent or Second any of the Junior Priority Debt Party Claimholders to act or refrain from acting in a manner that which allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary Grantor (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Junior Priority Representative, on behalf of itself and each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Junior Priority Representative or Second Junior Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company a Borrower or any Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority RepresentativeThe Junior Lien Collateral Agent, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt FacilityJunior Lien Secured Party, acknowledges and agrees that neither any Senior Representative the First Lien Collateral Agent nor any other Senior of the First Lien Secured Party Parties has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First Lien Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Lien Documents in accordance with law and as they may otherwisethey, in their sole discretion, may otherwise deem appropriate, and the Senior First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Junior Lien Collateral Agent, any Junior Lien Representatives and or any of the Second Priority Debt Junior Lien Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First Lien Collateral Agent nor any other Senior First Lien Secured Party Parties shall have any duty to the Junior Lien Collateral Agent, any Second Priority Junior Lien Representative or Second Priority Debt any Junior Lien Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Debt Junior Lien Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Collateral Agent, the Senior First Lien Secured Parties, the Second Priority Representatives Junior Lien Collateral Agent and the Second Priority Debt Junior Lien Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Junior Lien Obligations, the Second Priority Debt First Lien Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Junior Priority Representative, on behalf of itself and each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Junior Priority Representative or Second Junior Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any other Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority RepresentativeThe Third Lien Collateral [Agent][Trustee], on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facilityother Third Lien Party, acknowledges and agrees that neither any Senior Representative no Priority Agent nor any other Senior Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives Third Lien Collateral [Agent][Trustee] and the Second Priority Debt Third Lien Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative No Priority Agent nor any other Senior Priority Secured Party shall have any duty to the Third Lien Collateral [Agent][Trustee] or any Second Priority Representative or Second Priority Debt other Third Lien Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Third Lien Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesPriority Agents, the Senior other Priority Secured Parties, the Second Priority Representatives Third Lien Collateral [Agent][Trustee] and the Second Priority Debt other Third Lien Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Priority Obligations, the Second Priority Debt Third Lien Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company either Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Except as set forth in Section 9.14, neither the First Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative Agent nor any other Senior Secured Party has First Priority Lender shall have been deemed to have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt First Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties First Priority Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties First Priority Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Parties Lenders have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First Priority Agent nor any other Senior Secured Party First Priority Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Party Lender to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Notwithstanding anything to the contrary herein contained, none of the parties hereto waives any claim that it may have against a Term Loan Agent or the ABL Agent, as applicable, on the grounds that any sale, transfer or other disposition by such Term Loan Agent or ABL Agent (as applicable) was not commercially reasonable to the extent required by the Uniform Commercial Code. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Priority Agent, the Senior Secured PartiesFirst Priority Lenders, the Second Priority Representatives Agent and the Second Priority Debt Parties Lenders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior ObligationsFirst Priority Claims, the Second Priority Debt Obligations Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Priority Representative nor any other Senior Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Priority Representative nor any other Senior Priority Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Junior Priority Representative, on behalf of itself and each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Junior Priority Representative or Second Junior Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second First Priority Representative, on behalf of itself and each Second First Priority Debt Secured Party under its Second First Priority Debt Facility, acknowledges and agrees that neither any Senior Second Priority Representative nor any other Senior Second Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Second Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Second Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Second Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Second Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second First Priority Representatives and the Second First Priority Debt Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior First Priority Representatives, the Senior First Priority Secured Parties, the Second Priority Representatives and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Second Priority Obligations, the First Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither any First Priority Representative nor any other First Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The First Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any First Priority Representative nor any other First Priority Secured Party shall have any duty to any Second Priority Representative or Second Priority Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the First Priority Representatives, the First Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the First Priority Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement. The Second Priority Representative may not assert any right of marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral.

No Warranties or Liability. Each Second Non-Senior Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Priority Representative nor any other Senior Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Non-Senior Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Priority Representative nor any other Senior Priority Secured Party shall have any duty to any Second Non-Senior Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with Holdings, the Company Borrowers or any Subsidiary (including the Second Non-Senior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Priority Representatives, the Senior Priority Secured Parties, and each of the Second Non-Senior Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Priority Obligations, the Second Non-Senior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither any First Lien Agent nor any Senior Representative nor any other Senior Secured Party has Creditor shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agents or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Creditor Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Creditor Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Creditors may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative First Lien Agent nor any other Senior Secured Party Creditor shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Borrower or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agents, the Senior Secured PartiesCreditors, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Creditor Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Borrower’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Except as set forth in Section 9.14, neither the First Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative Agent nor any other Senior Secured Party has First Priority Lender shall have been deemed to have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties First Priority Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties First Priority Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Parties Lenders have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First Priority Agent nor any other Senior Secured Party First Priority Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Party Lender to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Notwithstanding anything to the contrary herein contained, none of the parties hereto waives any claim that it may have against a Term Loan Agent or the ABL Agent, as applicable, on the grounds that any sale, transfer or other disposition by such Term Loan Agent or ABL Agent, as applicable, was not commercially reasonable to the extent required by the Uniform Commercial Code. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Priority Agent, the Senior Secured PartiesFirst Priority Lenders, the Second Priority Representatives Agent and the Second Priority Debt Parties Lenders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsFirst Priority Claims, the Second Priority Debt Obligations Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither any First Lien Agent nor any Senior Representative nor any other Senior Secured Party has Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agent or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Secured Parties have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Second Priority Agent nor any Second Priority Secured Party shall have been deemed to have made any express or implied representation or warranty upon which the First Lien Agent or the Senior Lenders may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Priority Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that any First Lien Agent or any of the Second Priority Representatives and the Second Priority Debt Parties Senior Lenders have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative First Lien Agent nor any other Senior Secured Party Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Borrower or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agents, the Senior Secured PartiesLenders, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Borrower’s or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Second-Priority RepresentativeAgent, on behalf of itself and each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, acknowledges and agrees that neither the Intercreditor Agent nor any Senior Representative nor any other Senior Secured Party Lender has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second-Priority Agent or any of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Intercreditor Agent nor any Senior Representative nor any other Senior Secured Party Lender shall have any duty to any Second Second-Priority Representative Agent or Second any Second-Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Second-Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Senior RepresentativesIntercreditor Agent, the Senior Secured PartiesLenders, the Second Second-Priority Representatives Agents and the Second Second-Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond-Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.. EXECUTION VERSION

No Warranties or Liability. Each Second Second-Priority Representative, on behalf of itself and each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, acknowledges and agrees that neither any Senior Representative the First-Priority Collateral Agent nor any other Senior First-Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First-Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior First-Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First-Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior First-Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that any Second-Priority Representative or any of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First-Priority Collateral Agent nor any other Senior First-Priority Secured Party shall have any duty to any Second Second-Priority Representative or Second any Second-Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Companies or any Subsidiary thereof (including the Second Second-Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Senior RepresentativesFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, the Second Second-Priority Representatives and the Second Second-Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Second-Priority Obligations, the Second First-Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Companies’ or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Priority Representative nor any other Senior Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Priority Representative nor any other Senior Priority Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrowers or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority RepresentativeThe Collateral Agent and the Revolver Agent, on behalf of itself and the Revolver Lenders, each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior each of the Term Loan Secured Party has Parties have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Term Loan Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Except as otherwise provided in this Agreement, the Term Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The Collateral Agent and the Senior Term Loan Agent, on behalf of itself and the Term Loan Lenders, each acknowledges and agrees that the Revolver Secured Parties may have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Revolver Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Revolver Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit without regard under their respective Revolver Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Secured Parties shall have no duty to the Revolver Agent or any rights or interests that of the Second Priority Representatives Revolver Lenders, and the Second Priority Debt Revolver Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any no duty to the Term Loan Agent or any Second Priority Representative or Second Priority Debt Party of the Term Loan Lenders, to act or refrain from acting in a manner that which allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary Grantors (including the Second Priority Debt Revolver Loan Documents and the Term Loan Documents), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.42 8.3

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither the Senior Collateral Agent nor any Senior Representative nor any or other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Senior Collateral Agent nor any Senior Representative nor any or other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary other Grantor (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Exhibit R to the Credit Agreement Except as expressly set forth in this Agreement, the Senior Collateral Agent, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority RepresentativeExcept as set forth in Section 10.14, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any no Senior Representative nor any other or Senior Secured Party has Holder shall have been deemed to have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Holders will be entitled to manage and supervise administer their respective loans and extensions of credit under the Senior Debt Documents and this Agreement in accordance with law and as they may otherwise, in their sole discretiondetermination, deem appropriate, and the Senior Secured Parties Holders may manage administer their loans and extensions of credit without regard to any rights or interests that any Junior Representative or any of the Second Priority Representatives and the Second Priority Debt Parties Junior Holders have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any No Senior Representative nor any other or Senior Secured Party Holder shall have any duty to any Second Priority Junior Representative or Second Priority Debt Party any Junior Holder to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company New Pyxus Topco or any Subsidiary (including the Second Priority Debt Junior Documents), regardless of any knowledge thereof that they may have or be charged with. Notwithstanding anything to the contrary herein contained, none of the parties hereto waives any claim that it may have against a Junior Collateral Agent or the Senior Collateral Agent, as applicable, on the grounds that any sale, transfer or other disposition by such Junior Collateral Agent or Senior Collateral Agent (as applicable) was not commercially reasonable to the extent required by the Uniform Commercial Code. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured PartiesHolders, the Second Priority Junior Representatives and the Second Priority Debt Parties Junior Holders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Junior Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Issuer or any Subsidiary other Grantor (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with, and no Senior Representative or other Senior Secured Party shall have any liability to any Second Priority Representative or Second Priority Debt Party as a result of any such breach, default or event of default. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority RepresentativeThe Junior Lien Collateral Agent, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt FacilityJunior Lien Secured Party, acknowledges and agrees that neither any Senior Representative no First Lien Collateral Agent nor any other Senior of the First Lien Secured Party Parties has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First Lien Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Lien Documents in accordance with law and as they may otherwisethey, in their sole discretion, may otherwise deem appropriate, and the Senior First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Junior Lien Collateral Agent, any Junior Lien Representatives and or any of the Second Priority Debt Junior Lien Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative No First Lien Collateral Agent nor any other Senior First Lien Secured Party Parties shall have any duty to the Junior Lien Collateral Agent, any Second Priority Junior Lien Representative or Second Priority Debt any Junior Lien Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Debt Junior Lien Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Collateral Agents, the Senior First Lien Secured Parties, the Second Priority Representatives Junior Lien Collateral Agent and the Second Priority Debt Junior Lien Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Junior Lien Obligations, the Second Priority Debt First Lien Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither the First Lien Agent nor any Senior Representative nor any other Senior Secured Party has Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agent or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance NY\1176130.13||| 038263-0065|| with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the First Lien Agent nor any Senior Representative nor any other Senior Secured Party Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agent, the Senior Secured PartiesLenders, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.,

No Warranties or Liability. Each Second The First Priority RepresentativeCollateral Agent, on behalf of itself and each Second the First Priority Debt Party under its Second Priority Debt FacilityClaimholders, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has each of the Second Priority Collateral Agent and the Second Priority Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Second Priority Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Except as otherwise provided herein, the Second Priority Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Second Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Priority Collateral Agent, on behalf of itself and the Senior Secured Parties may Second Priority Claimholders, acknowledges and agrees that each of the First Priority Collateral Agent and the First Priority Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Priority Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Priority Claimholders will be entitled to manage and supervise their respective loans and extensions of credit without regard to any rights or interests that under the First Priority Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Priority Representatives Collateral Agent and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party Claimholders shall have any no duty to the First Priority Collateral Agent or any of the First Priority Claimholders, and the First Priority Collateral Agent and the First Priority Claimholders shall have no duty to the Second Priority Representative Collateral Agent or any of the Second Priority Debt Party Claimholders, to act or refrain from acting in a manner that which allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary other Grantor (including the First Priority DM3\8975843.1 Loan Documents and the Second Priority Debt Documents), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority (a) The First Lien Representative, for itself and on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facilitythe other First Lien Secured Parties, acknowledges and agrees that that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Representative nor any other Second Lien Secured Party and neither the Super Senior Representative nor any other Super Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second Lien Loan Documents or the Super Senior Debt Loan Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Second Lien Representative, for itself and on behalf of the other Second Lien Secured Parties will be entitled to manage Parties, acknowledges and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwiseagrees that, except as otherwise provided for the representations and warranties set forth in this Agreement. Neither Article VIII, neither the First Lien Representative nor any other First Lien Secured Party and neither the Super Senior Representative nor any other Super Senior Secured Party shall have has made any duty express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any Second Priority Representative of the First Lien Loan Documents or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results inthe Super Senior Loan Documents, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless ownership of any knowledge thereof that they may have Collateral or be charged withthe perfection or priority of any Liens thereon. Except as expressly set forth in this AgreementThe Super Senior Representative, for itself and on behalf of the Senior Representatives, the other Super Senior Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Representative nor any other First Lien Secured Party and neither the Second Priority Representatives and the Lien Representative nor any other Second Priority Debt Parties have not otherwise Lien Secured Party has made to each other, nor do they hereby make to each other, any warranties, express or impliedimplied representation or warranty, nor do they assume any liability to each other including with respect to (a) the enforceabilityexecution, validity, value legality, completeness, collectability or collectibility enforceability of any of the Senior ObligationsFirst Lien Loan Documents or the Second Lien Loan Documents, the Second Priority Debt Obligations or ownership of any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) the perfection or priority of any other matter except as expressly set forth in this AgreementLiens thereon.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither any First Lien Agent nor any Senior Representative nor any other Senior Secured Party has Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agent or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative First Lien Agent nor any other Senior Secured Party Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Borrower or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agents, the Senior Secured PartiesLenders, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Junior Priority Representative, on behalf of itself and each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither Except as set forth in the Pari Passu Intercreditor Agreement, neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Junior Priority Representative or Second Junior Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any other Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement or in the Pari Passu Intercreditor Agreement, the Senior Representatives, the Senior Secured Parties, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement or in the Pari Passu Intercreditor Agreement.

No Warranties or Liability. (a) Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.,

No Warranties or Liability. Each Second Second-Priority Representative, on behalf of itself and each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, acknowledges and agrees that neither any Senior Representative the First-Priority Collateral Agent nor any other Senior First-Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First-Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior First-Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First-Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior First-Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that any Second-Priority Representative or any of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First-Priority Collateral Agent nor any other Senior First-Priority Secured Party shall have any duty to any Second Second-Priority Representative or Second any Second-Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Second-Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Senior RepresentativesFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, the Second Second-Priority Representatives and the Second Second-Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Second-Priority Obligations, the Second First-Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Junior Representative, on behalf of itself and each Second Priority Junior Debt Party under its Second Priority Junior Debt Facility, acknowledges and agrees that neither any the Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Representative, on behalf of itself and each Senior Secured Party under the Senior Debt Facility, acknowledges and agrees that neither the Second Priority Representative nor any other Junior Debt Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Junior Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon (except that it has agreed that the Liens of the Second Priority Representative on behalf of the Second Priority Debt Parties are subordinated to the Liens of the Senior Representative on behalf of the Senior Secured Parties). The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Junior Representatives and the Second Priority Junior Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. The Junior Debt Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Junior Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Junior Debt Parties may manage their loans and extensions of credit without regard to any rights or interests that the Senior Representative and the Senior Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither any the Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Junior Representative or Second Priority Junior Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Junior Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as permitted in this Agreement, neither the Second Priority Representative nor any other Second Priority Debt Party shall have any duty to any Senior Representative or Senior Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Junior Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesRepresentative, the Senior Secured Parties, the Second Priority Junior Representatives and the Second Priority Junior Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Junior Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Second-Priority Representative, on behalf of itself and each Second applicable Second-Priority Debt Party under its Second Priority Debt FacilitySecured Party, acknowledges and agrees that neither any Senior Representative the First-Priority Collateral Agent nor any other Senior First-Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First-Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior First-Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First-Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior First-Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that any Second-Priority Representative or any of the Second Second-Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First-Priority Collateral Agent nor any other Senior First-Priority Secured Party shall have any duty to any Second Second-Priority Representative or Second any Second-Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Second-Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, the Second Second-Priority Representatives and the Second Second-Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Second-Priority Obligations, the Second First-Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each The Second Priority Representative, on behalf of itself and each other Second Priority Debt Party under its Second Priority Debt FacilityParty, acknowledges and agrees that that, except as otherwise expressly set forth herein, neither any the Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Representative, on behalf of itself and each other Senior Secured Party, acknowledges and agrees that, except as otherwise expressly provided herein, neither the Second Priority Representative nor any other Second Priority Debt Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Priority Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives Representative and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. The Second Priority Debt Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Priority Debt Parties may manage their loans and extensions of credit without regard to any rights or interests that the Senior Representative and the Senior Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither any the Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or other Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Neither the Second Priority Representative nor any other Second Priority Debt Party shall have any duty to any Senior Representative or other Senior Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Senior Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesRepresentative, the Senior Secured Parties, the Second Priority Representatives Representative and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second (a) The Priority RepresentativeLien Agent, for itself and on behalf of itself and each Second the other Priority Debt Party under its Second Priority Debt FacilityLien Secured Parties, acknowledges and agrees that that, except for the representations and warranties set forth in Article VIII, (i) neither any Senior Representative the Second Lien Collateral Trustee nor any other Senior Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Second Lien Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon and (ii) neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Senior Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties will be entitled to manage Parties, acknowledges and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwiseagrees that, except as otherwise provided for the representations and warranties set forth in this Agreement. Neither any Senior Representative Article VIII, (i) neither the Priority Lien Agent nor any other Senior Priority Lien Secured Party shall have has made any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or impliedimplied representation or warranty, nor do they assume any liability to each other including with respect to (a) the enforceabilityexecution, validity, value legality, completeness, collectability or collectibility enforceability of any of the Senior ObligationsPriority Lien Documents, the Second Priority Debt Obligations ownership of any Collateral or the perfection or priority of any guarantee Liens thereon and (ii) neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party has made any express or security which may have been granted implied representation or warranty, including with respect to any the execution, validity, legality, completeness, collectability or enforceability of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Third Lien Documents, the ownership of any Collateral or (c) the perfection or priority of any Liens thereon. The Third Lien Collateral Trustee, for itself and on behalf of the other matter Third Lien Secured Parties, acknowledges and agrees that, except as expressly for the representations and warranties set forth in this AgreementArticle VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee Guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facilityrepresented by it, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company any Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the The Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each The Second Priority RepresentativeAgent, on behalf of itself and each the Second Priority Debt Party under its Second Priority Debt FacilityLenders, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has each of the First Priority Agent and the First Priority Lenders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties First Priority Agent, on behalf of itself and the First Priority Lenders, acknowledges and agrees that each of the Second Priority Agent and the Second Priority Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Priority Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First Priority Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Priority Documents in accordance with law and as they may otherwisemay, in their sole discretion, deem appropriate, and the Senior Secured Parties First Priority Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and Agent or any of the Second Priority Debt Parties Lenders have in the Shared First Priority Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First Priority Agent nor any other Senior Secured Party First Priority Lender shall have any duty to any the Second Priority Representative Agent or any of the Second Priority Debt Party Lenders to act or refrain from acting in a manner that which allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, The Second Priority Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Priority Representatives Documents as they may, in their sole discretion, deem appropriate, and the Second Priority Debt Parties have not otherwise made Lenders may manage their loans and extensions of credit without regard to each other, nor do they hereby make to each other, any warranties, express rights or implied, nor do they assume any liability to each other with respect to (a) interests that the enforceability, validity, value First Priority Agent or collectibility of any of the Senior Obligations, First Priority Lenders have in the Second Priority Debt Obligations Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Second Priority Agent nor any guarantee Second Priority Lender shall have any duty to the First Priority Agent or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral First Priority Lenders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary thereof (c) including the First Priority Documents), regardless of any other matter except as expressly set forth in this Agreementknowledge thereof which they may have or be charged with.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary Grantor (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither any First Lien Agent nor any Senior Representative nor any other Senior Secured Party has Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agent or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Secured Parties have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Second Priority Agent nor any Second Priority Secured Party shall have been deemed to have made any express or implied representation or warranty upon which the First Lien Agent or the Senior Lenders may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Priority Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that any First Lien Agent or any of the Second Priority Representatives and the Second Priority Debt Parties Senior Lenders have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative First Lien Agent nor any other Senior Secured Party Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agents, the Senior Secured PartiesLenders, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Subordinated Lien Debt Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facilityapplicable Subordinated Lien Secured Party, acknowledges and agrees that neither any Senior Representative the First Priority Lien Collateral Trustee nor any other Senior Secured Party First Priority Lien Holder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior First Priority Lien Debt Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties First Priority Lien Holders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior First Priority Lien Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties First Priority Lien Holders may manage their loans and extensions of credit without regard to any rights or interests that any Subordinated Lien Debt Representative or any of the Second Priority Representatives and the Second Priority Debt Subordinated Lien Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative the First Priority Lien Collateral Trustee nor any other Senior Secured Party First Priority Lien Holder shall have any duty to any Second Priority Subordinated Lien Debt Representative or Second Priority Debt any Subordinated Lien Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Subordinated Lien Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Priority Lien Collateral Trustee, the Senior Secured PartiesFirst Priority Lien Holders, the Second Priority Subordinated Lien Debt Representatives and the Second Priority Debt Subordinated Lien Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior ObligationsSubordinated Lien Claims, the Second First Priority Debt Obligations Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary Subsidiaries of the Borrower (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Except as set forth in Section 8.14, neither the Senior Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Agent nor any Senior Representative nor any other Senior Priority Secured Party has shall have been deemed to have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Priority Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage and supervise their respective loans notes and extensions of credit under the Senior Debt Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage their loans notes and extensions of credit without regard to any rights or interests that any Junior Priority Agent or any of the Second Junior Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Senior Priority Agent nor any Senior Representative nor any other Senior Priority Secured Party shall have any duty to any Second Junior Priority Representative Agent or Second any Junior Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesPriority Agent, the Senior Priority Secured Parties, the Second Junior Priority Representatives Agent and the Second Junior Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior ObligationsJunior Priority Claims, the Second Senior Priority Debt Obligations Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement. Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

No Warranties or Liability. Each Second Priority Representative(a) None of the ABL Agent, on behalf any ABL Secured Party, or any of itself and each Second Priority Debt Party their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Common Collateral or any proceeds, or for any delay in doing so, or shall be under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor obligation to sell or otherwise dispose of any Common Collateral or proceeds thereof or to take any other Senior action whatsoever with regard to the Collateral or any part or proceeds thereof, except as specifically provided in this Agreement. If the ABL Agent or any ABL Secured Party honors (or fails to honor) a request by the Borrower for an extension of credit pursuant to the ABL Intercreditor Agreement among Bank of America, N.A. and CLMG Corp., dated as of May 7, 2019 AMERICAS 99686098 Credit Agreement or any of the other ABL Documents, whether the ABL Agent or any ABL Secured Party has made knowledge that the honoring of (or failure to honor) any express such request would constitute a default under the terms of the Term Loan Credit Agreement or implied representation any other Term Loan Document or warrantyan act, including condition, or event that, with respect the giving of notice or the passage of time, or both, would constitute such a default, or if the ABL Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any ABL Documents (subject to the executionexpress terms and conditions hereof), validityneither the ABL Agent nor any ABL Secured Party shall have any liability whatsoever to the Term Loan Agent or any Term Loan Secured Party as a result of such action, legalityomission, completeness, collectibility or enforceability exercise (so long as any such exercise does not breach the express terms and provisions of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereonthis Agreement). The Senior ABL Agent and the ABL Secured Parties will shall be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt ABL Credit Agreement and any of the other ABL Documents in accordance with law and as they may otherwisemay, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and Term Loan Agent or any of the Second Priority Debt Term Loan Secured Parties have in the Shared Collateral or otherwiseCollateral, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement. Each Term Loan Agent, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives on behalf of itself and the Second Priority Debt Term Loan Secured Parties have not otherwise made to each otherrepresented by it, agrees that neither the ABL Agent nor do they hereby make to each other, any warranties, express or implied, nor do they assume ABL Secured Party shall incur any liability to each as a result of a sale, lease, license, application, or other with respect to (a) the enforceability, validity, value disposition of all or collectibility of any portion of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except proceeds thereof, pursuant to the ABL Documents, so long as expressly set forth such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement.

No Warranties or Liability. Each The Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its the Second Priority Debt Facility, acknowledges and agrees that neither any the Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Representative, on behalf of itself and each Senior Secured Party under the Senior Debt Facility, acknowledges and agrees that neither the Second Priority Representative nor any other Second Priority Debt Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Priority Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon (except that it has agreed that the Liens of the Second Priority Representative on behalf of the Second Priority Debt Parties are subordinated to the Liens of the Senior Representative on behalf of the Senior Secured Parties). The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives Representative and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. The Second Priority Debt Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Priority Debt Parties may manage their loans and extensions of credit without regard to any rights or interests that the Senior Representative and the Senior Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither any the Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as permitted in this Agreement, neither the Second Priority Representative nor any other Second Priority Debt Party shall have any duty to the Senior Representative or any Senior Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Senior Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesRepresentative, the Senior Secured Parties, the Second Priority Representatives Representative and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority The Junior Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt FacilityJunior Secured Party, acknowledges and agrees that neither any the Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives Junior Representative and the Second Priority Debt Junior Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any the Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority the Junior Representative or Second Priority Debt any Junior Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Priority Junior Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesRepresentative, the Senior Secured Parties, the Second Priority Representatives Junior Representative and the Second Priority Debt Junior Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Junior Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither any First Lien Agent nor any Senior Representative nor any other Senior Secured Party has Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agent or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative First Lien Agent nor any other Senior Secured Party Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company Issuer or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agents, the Senior Secured PartiesLenders, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Issuer’s or any other Grantor’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Junior Priority Representative, on behalf of itself and each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Junior Priority Representative or Second Junior Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrower or any Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, The Subordinated Creditor acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that of the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral Subordinated Creditor or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party the Subordinated Creditor to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary Obligor (including the Second Priority Subordinated Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this AgreementAgreement and in the Senior Debt Documents (if applicable), the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives Parties and the Second Priority Debt Parties Subordinated Creditor have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Debt Obligations, the Second Priority Debt Subordinated Obligations or any guarantee or security which may have been granted to any of them in connection therewith, therewith or (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither any Senior Representative First Lien Agent nor any other Senior Secured Party has First Lien Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Lien Agent or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt First Lien Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties First Lien Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt First Lien Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties First Lien Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and Lien Agent or any of the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative First Lien Agent nor any other Senior Secured Party First Lien Lender shall have any duty to the Second Lien Agent or any Second Priority Representative or Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agents, the Senior Secured PartiesFirst Lien Lenders, the Second Priority Representatives Lien Agent and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations First Lien Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second The Junior Priority RepresentativeCollateral Agent, on behalf of itself and each Second Junior Priority Debt Party under its Second Priority Debt FacilityClaimholder, acknowledges and agrees that neither any no Senior Representative nor any Priority Collateral Agent or other Senior Secured Party Priority Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Priority Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Except as otherwise provided in this Agreement, the Senior Secured Parties Priority Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Priority Documents in accordance with law and the Senior Priority Documents, as they may otherwisemay, in their sole discretion, deem appropriate, appropriate and the Senior Secured Parties Priority Claimholders may manage their loans and extensions of credit without regard to any rights or interests that the Second Junior Priority Representatives Collateral Agents and the Second Junior Priority Debt Parties Claimholders have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative Priority Collateral Agent nor any other Senior Secured Party Priority Claimholders shall have any duty to any Second Junior Priority Representative Collateral Agent or Second any of the Junior Priority Debt Party Claimholders to act or refrain from acting in a manner that which allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary Grantor (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement7.2.

No Warranties or Liability. Each Second Priority Junior Representative, on behalf of itself and each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Junior Representatives and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Junior Representative or Second Junior Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Borrowers or any Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Junior Representatives and the Second Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company any Borrower or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither the First Lien Agents nor any Senior Representative nor any other Senior Secured Party has Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agent or the Second Priority Secured Parties may rely, including 38 | NY\1256666.8||| 038263-0065|| with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that any Second Priority Agent or any of the Second Priority Representatives and the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the First Lien Agents nor any Senior Representative nor any other Senior Secured Party Lender shall have any duty to any Second Priority Representative Agent or any Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agents, the Senior Secured PartiesLenders, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Junior Priority Representative, on behalf of itself and each Second Junior Priority Debt Party under its Second Junior Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Junior Priority Representative or Second Junior Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Parent or any Subsidiary (including the Second Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility collectability of any of the Senior Obligations, the Second Junior Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company Issuer or any Subsidiary of its Subsidiaries (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither Neither the First Lien Agent nor any Senior Representative nor any other Senior Secured Party has Lender shall have been deemed to have made any express or implied representation or warrantywarranty upon which the Second Priority Agent or the Second Priority Secured Parties may rely, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Lender Documents, the ownership of any Shared Common Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and Agent or any of the Second Priority Debt Secured Parties have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the First Lien Agent nor any Senior Representative nor any other Senior Secured Party Lender shall have any duty to the Second Priority Agent or any Second Priority Representative or Second Priority Debt Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement agreements with the Company or any Subsidiary thereof (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesFirst Lien Agent, the Senior Secured PartiesLenders, the Second Priority Representatives Agent and the Second Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior ObligationsSecond Priority Claims, the Second Priority Debt Obligations Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantorthe Company’s title to or right to transfer any of the Shared Common Collateral or (c) any other matter except as expressly set forth in this Agreement.