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 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 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. (a) Each Second Priority RepresentativeFirst Lien Collateral Agent, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt FacilityRelated First Lien Claimholders, acknowledges and agrees that neither any Senior Representative nor any that, except as set forth in Section 8.14, no Second Lien Collateral Agent or other Senior Secured Party has Second Lien Claimholders 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 Second Lien Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. (b) Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, acknowledges and agrees that, except as set forth in Section 8.14, no First Lien Collateral Agent or other First Lien Claimholders have made any express or implied representation or warranty, including with respect to the Senior Secured Parties may execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit without regard under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. (c) The Second Lien Collateral Agents and the other Second Lien Claimholders shall have no duty to the First Lien Collateral Agents or any rights or interests that of the other First Lien Claimholders, and the First Lien Collateral Agents and the other First Lien Claimholders shall have no duty to the Second Priority Representatives and Lien Collateral Agents or any of the other Second Priority Debt Parties have in the Shared Collateral or otherwiseLien Claimholders, 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 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 Obligor (including the First Lien Financing Documents and the Second Priority Debt Lien Financing Documents, but in each case other than this Agreement), 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 (a) The First Priority RepresentativeAgent, for itself and on behalf of itself and each Second the other First Priority Debt Party under its Second Priority Debt FacilitySecured Parties, acknowledges and agrees that that, except for the representations and warranties set forth in Article VIII, neither any Senior Representative the Second Priority Agent 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 Agent, for itself and on behalf of the other Second Priority Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Priority Agent 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 Collateral or the perfection or priority of any Liens thereon. (b) The Second Priority Agent and the other Second Priority Secured Parties will be entitled shall have no express or implied duty 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 appropriateFirst Priority Agent or any other First Priority Secured Party, and the Senior First Priority Agent and the other First Priority Secured Parties may manage their loans and extensions of credit without regard shall have no express or implied duty to any rights or interests that the Second Priority Representatives and the Agent or any other Second Priority Debt Parties have in the Shared Collateral or otherwiseSecured Party, 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 which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreement with the Company or First Priority Debt Document and any Subsidiary (including the Second Priority Debt DocumentsDocument (other than, in each case, this Agreement), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement. (c) The Second Priority Agent, for itself and on behalf of the Senior Representatives, the Senior other Second Priority Secured Parties, agrees no First Priority Secured Party shall have any liability to the Second Priority Representatives and the Agent or any other Second Priority Debt Secured Party, and hereby waives any claim against any First Priority Secured Party, arising out of any and all actions which the First Priority Agent or the other First Priority Secured Parties have not otherwise made may take or permit or omit 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 take with respect to (ai) the enforceabilityFirst Priority Debt Documents (other than this Agreement), validity(ii) the collection of the First Priority Claims or (iii) the maintenance of, value the preservation of, the foreclosure upon or collectibility the Disposition 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 AgreementCollateral.

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 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 (a) The First Priority RepresentativeAgent, on behalf of itself and each Second the First Priority Debt Party Creditors under its Second the First Priority Debt FacilityLoan Documents, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has each of the Second Priority Agent, the Second Priority Creditors, 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 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 Second Priority Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Second Priority Loan Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. (b) Except as otherwise provided herein, the Second Priority Agent, on behalf of itself and the Second Priority Creditors, acknowledges and agrees that the First Priority Agent and the First Priority Creditors 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 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 Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the First Priority Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . (A) The First Priority Agent and the Senior Secured Parties may manage their loans and extensions of credit without regard First Priority Creditors shall have no duty to any rights or interests that the Second Priority Representatives Agent, or any of the Second Priority Creditors, and (B) the Second Priority 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 Creditors shall have any no duty to the First Priority Agent or any Second of the First Priority Representative or Second Priority Debt Party Creditors, in each case 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 Borrowers or any Subsidiary other Grantor (including the First Priority Loan Documents and the Second Priority Debt 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.

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 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 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 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 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 Super Priority Loan 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 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 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 Super Priority Loan Documents, the Indenture Documents, the ownership of any Collateral or otherwise, except the perfection or priority of any Liens thereon. Except as 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 Agreement. Neither any Senior Representative nor any other Senior Secured Party accordance with law and as they may otherwise, in their sole discretion, deem appropriate. (A) The Super Priority Agent and the Super Priority Claimholders shall have any no duty to the Collateral Agent, any of the Indenture Claimholders, the Second Priority Representative Agent or any of the Second Lien Claimholders, (B) the Collateral Agent and the Indenture Claimholders shall have no duty to the Super Priority Agent, any of the Super Priority Claimholders, the Second Priority Debt Party Agent or any of the Second Lien Claimholders, and (C) the Second Priority Agent and the Second Lien Claimholders shall have no duty to the Super Priority Agent, any of the Super Priority Claimholders, the Collateral Agent or any of the Indenture Claimholders, in each case 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 Borrowers or any Subsidiary other Grantor (including the Super Priority Loan Documents, the Indenture Documents and the Second Priority Debt Lien 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.

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 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 The Junior Lien Representative, 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 the First Lien Representative 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 collectability 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 Representatives and Junior Lien Representative 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 the First Lien Representative nor any other Senior First Lien Secured Party Parties shall have any duty to any Second Priority the 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 Junior Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this AgreementThe First Lien Representative, the Senior Representatives, the Senior First Lien Secured Parties, the Second Priority Representatives Junior Lien Representative 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 collectability of any of the Senior Junior Priority 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 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 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 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 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 Obligors 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 GrantorObligor’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 8.15, 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 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 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 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 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 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 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 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 Term Loan 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 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 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) the Term Loan Borrower’s, any ABL Borrower’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 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 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 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 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 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 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 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 Lead Borrower, the Canadian Borrowers, the Additional US Borrowers, any other 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 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, 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) the Lead Borrower’s, the Canadian Borrowers’, the Additional US Borrowers’ any other ABL Borrower’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 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 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 (a) The First Priority RepresentativeAgent, for itself and on behalf of itself and each Second the other First Priority Debt Party under its Second Priority Debt FacilitySecured Parties, acknowledges and agrees that that, except for the representations and warranties set forth in Article VIII, neither any Senior Representative the Second Priority Agent 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 Agent, for itself and on behalf of the other Second Priority Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Priority Agent 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 Collateral or the perfection or priority of any Liens thereon. (a) The Second Priority Agent and the other Second Priority Secured Parties will be entitled shall have no express or implied duty 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 appropriateFirst Priority Agent or any other First Priority Secured Party, and the Senior First Priority Agent and the other First Priority Secured Parties may manage their loans and extensions of credit without regard shall have no express or implied duty to any rights or interests that the Second Priority Representatives and the Agent or any other Second Priority Debt Parties have in the Shared Collateral or otherwiseSecured Party, 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 which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreement with the Company or First Priority Debt Document and any Subsidiary (including the Second Priority Debt DocumentsDocument (other than, in each case, this Agreement), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement. (b) The Second Priority Agent, for itself and on behalf of the Senior Representatives, the Senior other Second Priority Secured Parties, agrees no First Priority Secured Party shall have any liability to the Second Priority Representatives and the Agent or any other Second Priority Debt Secured Party, and hereby waives any claim against any First Priority Secured Party, arising out of any and all actions which the First Priority Agent or the other First Priority Secured Parties have not otherwise made may take or permit or omit 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 take with respect to (ai) the enforceabilityFirst Priority Debt Documents (other than this Agreement), validity(ii) the collection of the First Priority Claims or (iii) the maintenance of, value the preservation of, the foreclosure upon or collectibility the Disposition of any Collateral. (c) The Second Priority Agent shall not at any time be deemed or imputed to have any knowledge of or receipt of any notices, information, correspondence or materials in the Senior Obligationspossession of or given to the First Priority Agent, in its capacity as First Priority Agent or as a lender under the First Priority Debt Agreement. First Priority Agent shall not at any time be deemed or imputed to have any knowledge of or receipt of any notices, information, correspondence or materials in the possession of or given to the Second Priority Debt Obligations Agent, in its capacity as Second Priority Agent 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) as any other matter except as expressly set forth in this AgreementSecond Priority Secured Party.

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 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 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 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 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 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 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 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 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 Borrower 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 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 collectability 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 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 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 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 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 Junior Priority Representative, on behalf of itself and each Second other Junior Priority Secured Party under the applicable Junior Priority Debt Party under its Second Priority Debt FacilityFacility of which it is the Representative, 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 loans, notes and other 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 Junior Priority Representatives and the Second other Junior 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 Junior Priority Representative or Second 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 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 Priority Representatives, the other Senior Priority Secured Parties, the Second Junior Priority Representatives and the Second other 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 of any of the Senior Priority 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 '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 Representatives 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 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 First-Priority Representatives, 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 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 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 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 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. 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 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 First Priority Representative 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 collectability or enforceability of any of the Senior First Priority Debt 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 First Priority Debt 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 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 First Priority Representative nor any other Senior First 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 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 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 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) 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 Representative shall be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than (x) this Agreement, (y) any other agreement to which it is a party, and (z) any other agreement, instrument, or document provided to such Representative pursuant to the notice provisions of any agreement to which it is a party, in each case, whether or not an original or a copy of such agreement, instrument, or document has been provided to such Representative.

No Warranties or Liability. (a) Each Second Priority Representative, on behalf of itself and each Second Priority Debt other Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior that, except for the representations and Table of Contents warranties set forth in Article VIII, no other 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 DocumentsDocuments applicable to such Series, the ownership of any Shared Collateral or the perfection or priority of any Liens Lien thereon. The Senior Secured Parties of each Series will be entitled to manage and supervise their respective loans and extensions of credit under the Senior their applicable Debt Documents in accordance with such Debt Documents and applicable 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 any other Representative or Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior . (b) The Controlling Secured Party Parties shall have any no express or implied duty to any Second Priority other Representative or Second Priority Debt Party any other Secured Party, 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 with the Company or any Subsidiary (including the Second Priority Debt Documents)Document, regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, ; and no other Representative or the Senior Representatives, Secured Parties under its Debt Documents shall have any express or implied duty to any other Representative or the Senior other Secured Parties, and the Controlling Representative. (c) Each Second Priority Representatives Representative, for itself and on behalf of the other Second Priority Secured Parties under its Second Priority Debt Facility, agrees that no First Priority Secured Party shall have any liability to such Second Priority Representative or other Second Priority Secured Parties, and hereby waives any claim against any First Priority Secured Party arising out of any and all actions which any First Priority Representative or any other First Priority Secured Parties may take or permit or omit to take with respect to (i) the First Priority Debt Documents (other than this Agreement), (ii) the collection of the First Priority Debt Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the sale or other disposition of any First Priority Collateral, except, in each case, a claim for breach of this Agreement or a claim for gross negligence, willful misconduct, bad faith or fraud. Each First Priority Representative, for itself and on behalf of the other First Priority Secured Parties under its First Priority Debt Facility, agrees that no Second Priority Secured Party shall have any liability to such First Priority Representative or other First Priority Secured Parties, and hereby waives any claim against any Second Priority Secured Party arising out of any and all actions which any Second Priority Representative or any other Second Priority Secured Parties may take or permit or omit to take with respect to (i) the Second Priority Debt Parties have not otherwise made to each otherDocuments (other than this Agreement), 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 (aii) the enforceability, validity, value or collectibility collection of any of the Senior Obligations, the Second Priority Debt Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the sale or other disposition of any guarantee Second Priority Collateral, except, in each case, a claim for breach of this Agreement or security which may have been granted to any of them in connection therewitha claim for gross negligence, (b) any Grantor’s title to willful misconduct, bad faith or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreementfraud.

No Warranties or Liability. Each Second First Lien Priority Representative, on behalf of itself and each Second First Lien Priority Debt Party under its Second First Lien Priority Debt Facility, acknowledges and agrees that neither any 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 Super Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Each Super Senior Representative First Lien Priority Representative, on behalf of itself and each Super Senior Secured Party under its Super Senior Facility, acknowledges and agrees that neither any First Lien Priority Representative nor any other First Lien 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 First Lien Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Super Senior Secured Parties and the First Lien Priority Debt Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Super Senior Debt Documents and the First Lien Priority Debt Documents, as applicable, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Super Senior Secured Parties and the First Lien Priority Debt Parties, as applicable, may manage their loans and extensions of credit without regard to any rights or interests that the First Lien Priority Representatives and the First Lien Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. The First Lien Priority Debt Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Priority Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured First Lien Priority Debt Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Super Senior Representatives and the Second Priority Debt Super Senior Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Super Senior Representative nor any other Super Senior Secured Party shall have any duty to any Second First Lien Priority Representative or Second First Lien 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 First Lien Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Neither any First Lien Priority Representative nor any other First Lien Priority Debt Party shall have any duty to any Super Senior Representative or Super 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 Borrower or any Subsidiary (including the Super 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 Super Senior Representatives, the Super Senior Secured Parties, the Second First Lien Priority Representatives Representatives, and the Second First Lien 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 value, or collectibility collectability of any of the Super Senior Obligations, the Second First Lien 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 Collateral, or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. Each Second Priority RepresentativeThe Junior Trustee and the Junior Collateral Agent, on behalf of itself themselves and the Junior Creditors, acknowledge and agree that each Second Priority Debt Party under its Second Priority Debt Facilityof the Senior Trustee, acknowledges the Senior Collateral Agent, the Senior Noteholders and agrees that neither any Senior Representative nor any other Senior Secured Party has the Mortgage Tax Collateral Agent 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 Noteholder 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 loans, securities 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 Creditors (including the Senior Noteholders) may manage their loans loans, securities and extensions of credit without regard to any rights or interests that the Second Priority Representatives and Junior Trustee or any of the Second Priority Debt Parties Junior Creditors have in the Shared Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither None of the Senior Trustee, the Senior Collateral Agent, the Mortgage Tax Collateral Agent nor any Senior Representative nor any other Senior Secured Party Trustee shall have any duty to the Junior Trustee, the Junior Collateral Agent or any Second Priority Representative or Second Priority Debt Party of the Junior Creditors 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 Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior RepresentativesTrustee, the Senior Secured PartiesCollateral Agent, the Second Priority Representatives Mortgage Tax Collateral Agent, the Senior Creditors, the Junior Trustee, the Junior Collateral Agent and the Second Priority Debt Parties Junior Creditors have not otherwise made to each other, other nor do they hereby make to each other, 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 Claims, the Second Priority Debt Obligations Senior Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s, the Guarantors’ (as defined in the Senior Indenture) or any GrantorSubsidiary’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 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 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 the 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 RepresentativesRepresentative, 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 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 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. 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 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 the Designated Senior Representative, any other 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 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 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 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 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 (a) The First Priority RepresentativeAgent, for itself and on behalf of itself and each Second the other First Priority Debt Party under its Second Priority Debt FacilitySecured Parties, acknowledges and agrees that neither any Senior Representative nor that, except for the representations and warranties set forth in Article VIII, none of the Second Priority Agent, any other Senior Second Priority Secured Party, the Third Priority Agent or any other Third 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 Third Priority Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Second Priority Agent, for itself and on behalf of the other Second Priority Secured Parties will be entitled Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, none of the First Priority Agent, any other First Priority Secured Party, the Third Priority Agent or any other Third Priority Secured Party has made any express or implied representation or warranty, including with respect to manage the execution, validity, legality, completeness, collectibility or enforceability of any of the First Priority Debt Documents, the Third Priority Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Third Priority Agent, for itself and supervise their respective loans on behalf of the other Third Priority Secured Parties, acknowledges and extensions agrees that, except for the representations and warranties set forth in Article VIII, none of credit under the Senior Debt Documents in accordance with law and as they may otherwiseFirst Priority Agent, in their sole discretionany other First Priority Secured Party, 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 other 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 First Priority Debt Documents, the Second Priority Debt Parties have in Documents, the Shared ownership of any Collateral or otherwisethe perfection or priority of any Liens thereon. (b) The Second Priority Agent and the other Second Priority Secured Parties shall have no express or implied duty to the First Priority Agent, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior First Priority Secured Party Party, the Third Priority Agent or any other Third Priority Secured Party, the First Priority Agent and the other First Priority Secured Parties shall have any no express or implied duty to any the Second Priority Representative or Agent, any other Second Priority Debt Secured Party, the Third Priority Agent or any other Third Priority Secured Party, and the Third Priority Agent and the other Third Priority Secured Parties shall have no express or implied duty to the Second Priority Agent, any the other Second Priority Secured Party, the First Priority Agent or any other First Priority Secured Party to act or refrain from acting in a manner that which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreement with the Company or First Priority Debt Document, any Subsidiary (including the Second Priority Debt DocumentsDocument, or any Third Priority Debt Document (other than, in each case, this Agreement), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in . (c) The Second Priority Agent, for itself and on behalf of the other Second Priority Secured Parties, agrees no First Priority Secured Party or Third Priority Secured Party shall have any liability to the Second Priority Agent or any other Second Priority Secured Party, and hereby waives any claim against any First Priority Secured Party, or Third Priority Secured Party arising out of any and all actions which the First Priority Agent, the other First Priority Secured Parties, the Third Priority Agent or the other Third Priority Secured Parties may take or permit or omit to take with respect to (i) the First Priority Debt Documents or the Third Priority Debt Documents (other than this Agreement), (ii) the collection of the First Priority Claims or the Third Priority Claims, or (iii) the maintenance of, the Senior Representativespreservation of, the Senior foreclosure upon or the Disposition of any Collateral. (d) The Third Priority Agent, for itself and on behalf of the other Third Priority Secured Parties, agrees no First Priority Secured Party or Second Priority Secured Party shall have any liability to the Third Priority Agent or any other Third Priority Secured Party, and hereby waives any claim against any First Priority Secured Party, or Second Priority Secured Party arising out of any and all actions which the First Priority Agent, the other First Priority Secured Parties, the Second Priority Representatives and Agent or the other Second Priority Secured Parties may take or permit or omit to take with respect to (i) the First Priority Debt Documents or the Second Priority Debt Parties have not otherwise made to each otherDocuments (other than this Agreement), 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 (aii) the enforceability, validity, value or collectibility of any collection of the Senior Obligations, First Priority Claims or the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewithClaims, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (ciii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any other matter except as expressly set forth in this AgreementCollateral.

No Warranties or Liability. (a) Each Second Priority Representative, on behalf of itself and each Second Priority Debt other Secured Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior that, except for the representations and warranties set forth in Article VIII, no other 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 DocumentsDocuments applicable to such Series, the ownership of any Shared Collateral or the perfection or priority of any Liens Lien thereon. The Senior Secured Parties of each Series will be entitled to manage and supervise their respective loans and extensions of credit under the Senior their applicable Debt Documents in accordance with such Debt Documents and applicable 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 any other Representative or Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior . (b) The Controlling Secured Party Parties shall have any no express or implied duty to any Second Priority other Representative or Second Priority Debt Party any other Secured Party, 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 with the Company or any Subsidiary (including the Second Priority Debt Documents)Document, regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, ; and no other Representative or the Senior Representatives, Secured Parties under its Debt Documents shall have any express or implied duty to any other Representative or the Senior other Secured Parties, and the Controlling Representative. (c) Each Second Priority Representatives Representative, for itself and on behalf of the other Second Priority Secured Parties under its Second Priority Debt Facility, agrees that no First Priority Secured Party shall have any liability to such Second Priority Representative or other Second Priority Secured Parties, and hereby waives any claim against any First Priority Secured Party arising out of any and all actions which any First Priority Representative or any other First Priority Secured Parties may take or permit or omit to take with respect to (i) the First Priority Debt Documents (other than this Agreement), (ii) the collection of the First Priority Debt Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the sale or other disposition of any First Priority Collateral, except, in each case, a claim for breach of this Agreement or a claim for gross negligence, willful misconduct, bad faith or fraud. Each First Priority Representative, for itself and on behalf of the other First Priority Secured Parties under its First Priority Debt Facility, agrees that no Second Priority Secured Party shall have any liability to such First Priority Representative or other First Priority Secured Parties, and hereby waives any claim against any Second Priority Secured Party arising out of any and all actions which any Second Priority Representative or any other Second Priority Secured Parties may take or permit or omit to take with respect to (i) the Second Priority Debt Parties have not otherwise made to each otherDocuments (other than this Agreement), 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 (aii) the enforceability, validity, value or collectibility collection of any of the Senior Obligations, the Second Priority Debt Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the sale or other disposition of any guarantee Second Priority Collateral, except, in each case, a claim for breach of this Agreement or security which may have been granted to any of them in connection therewitha claim for gross negligence, (b) any Grantor’s title to willful misconduct, bad faith or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreementfraud.

No Warranties or Liability. Each Second Junior Priority Representative, on behalf of itself and each Second other Junior Priority Secured Party under the applicable Junior Priority Debt Party under its Second Priority Debt FacilityFacility of which it is the Representative, 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 loans, notes and other 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 Junior Priority Representatives and the Second other Junior 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 Junior Priority Representative or Second 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 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 Priority Representatives, the other Senior Priority Secured Parties, the Second Junior Priority Representatives and the Second other 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 of any of the Senior First Lien 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 (a) The First Priority RepresentativeAgent, for itself and on behalf of itself and each Second the other First Priority Debt Party under its Second Priority Debt FacilitySecured Parties, acknowledges and agrees that neither any Senior Representative nor any other Senior that, except for the representations and warranties set forth in Article VII, no Second 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 Debt Second Priority Financing Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. ABDC, for itself and on behalf of the other Second Priority Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VII, neither the First Priority Agent 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, collectability or enforceability of any of the First Priority Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (b) The Senior Second Priority Secured Parties will be entitled shall have no express or implied duty 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 appropriateFirst Priority Agent or any other First Priority Secured Party, and the Senior First Priority Agent and the other First Priority Secured Parties may manage their loans and extensions of credit without regard shall have no express or implied duty 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 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 which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreement with the Company or First Priority Debt Document and any Subsidiary (including the Second Priority Debt DocumentsFinancing Document (other than, in each case, this Agreement), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement. (c) ABDC, for itself and on behalf of the Senior Representatives, the Senior other Second Priority Secured Parties, agrees that no First Priority Secured Party shall have any liability to the Second Priority Representatives Secured Parties and hereby waive any claim against any First Priority Secured Party, arising out of any and all actions which the Second First Priority Debt Agent or the other First Priority Secured Parties have not otherwise made may take or permit or omit 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 take with respect to (ai) the enforceabilityFirst Priority Debt Documents (other than this Agreement), validity(ii) the collection of the First Priority Claims or (iii) the maintenance of, value the preservation of, the foreclosure upon or collectibility the Disposition 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 AgreementCollateral.

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 Table of Contents 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, 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 RepresentativeExcept as set forth in Section 8.13, 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 Agents nor any other Senior 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 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 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 the Senior Representative Agents nor any other Senior 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 Borrowers 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 RepresentativesAgents, 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 Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any GrantorBorrower’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 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 '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. Except as otherwise provided herein, no Secured Party shall have any liability to any Grantor for any action taken by it or not taken by it in accordance with the provisions of this Agreement in the absence of its own gross negligence or willful misconduct.

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 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 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 other 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 other 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 First-Priority Debt Documents and Second-Priority 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 other First-Priority Secured Parties, the Second Second-Priority Representatives and the Second other Second-Priority Debt Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any representations or 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 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 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 (a) The First Priority RepresentativeAgent, for itself and on behalf of itself and each Second the other First Priority Debt Party under its Second Priority Debt FacilitySecured Parties, acknowledges and agrees that that, except for the representations and warranties set forth in Article VIII, neither any Senior Representative the Second Priority Agent 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 Agent, for itself and on behalf of the other Second Priority Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Priority Agent 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 Collateral or the perfection or priority of any Liens thereon. (b) The Second Priority Agent and the other Second Priority Secured Parties will be entitled shall have no express or implied duty 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 appropriateFirst Priority Agent or any other First Priority Secured Party, and the Senior First Priority Agent and the other First Priority Secured Parties may manage their loans and extensions of credit without regard shall have no express or implied duty to any rights or interests that the Second Priority Representatives and the Agent or any other Second Priority Debt Parties have in the Shared Collateral or otherwiseSecured Party, 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 which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreement with the Company or First Priority Debt Document and any Subsidiary (including the Second Priority Debt DocumentsDocument (other than, in each case, this Agreement), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement. (c) The Second Priority Agent, for itself and on behalf of the Senior Representatives, the Senior other Second Priority Secured Parties, agrees no First Priority Secured Party shall have any liability to the Second Priority Representatives and the Agent or any other Second Priority Debt Secured Party, and hereby waives any claim against any First Priority Secured Party, arising out of any and all actions which the First Priority Agent or the other First Priority Secured Parties have not otherwise made may take or permit or omit 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 take with respect to (ai) the enforceabilityFirst Priority Debt Documents (other than this Agreement), validity(ii) the collection of the First Priority Claims or (iii) subject to Section 3.01(b), value the maintenance of, the preservation of, the foreclosure upon or collectibility the Disposition 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 AgreementCollateral.

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 appropriateappropriate in accordance with the terms therein, 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) 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 (a) The First Priority RepresentativeAgent, for itself and on behalf of itself and each Second the other First Priority Debt Party under its Second Priority Debt FacilitySecured Parties, acknowledges and agrees that neither any Senior Representative nor any other Senior that, except for the representations and warranties set forth in Article VII, no Second 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 Debt Second Priority Financing Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. Supplier, for itself and on behalf of the other Second Priority Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VII, neither the First Priority Agent 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, collectability or enforceability of any of the First Priority Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (b) The Senior Second Priority Secured Parties will be entitled shall have no express or implied duty 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 appropriateFirst Priority Agent or any other First Priority Secured Party, and the Senior First Priority Agent and the other First Priority Secured Parties may manage their loans and extensions of credit without regard shall have no express or implied duty 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 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 which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreement with the Company or First Priority Debt Document and any Subsidiary (including the Second Priority Debt DocumentsFinancing Document (other than, in each case, this Agreement), 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 (a) The First Priority RepresentativeAgent, for itself and on behalf of itself and each Second the other First Priority Debt Party under its Second Priority Debt FacilitySecured Parties, acknowledges and agrees that neither any Senior Representative nor any other Senior that, except for the representations and warranties set forth in Article VII, no Second 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 Debt Second Priority Financing Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. Supplier, for itself and on behalf of the other Second Priority Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VII, neither the First Priority Agent 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, collectability or enforceability of any of the First Priority Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (b) The Senior Second Priority Secured Parties will be entitled shall have no express or implied duty 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 appropriateFirst Priority Agent or any other First Priority Secured Party, and the Senior First Priority Agent and the other First Priority Secured Parties may manage their loans and extensions of credit without regard shall have no express or implied duty 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 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 which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreement with the Company or First Priority Debt Document and any Subsidiary (including the Second Priority Debt DocumentsFinancing Document (other than, in each case, this Agreement), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement. (c) Supplier, for itself and on behalf of the Senior Representatives, the Senior other Second Priority Secured Parties, agrees that no First Priority Secured Party shall have any liability to the Second Priority Representatives Secured Parties and hereby waive any claim against any First Priority Secured Party, arising out of any and all actions which the Second First Priority Debt Agent or the other First Priority Secured Parties have not otherwise made may take or permit or omit 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 take with respect to (ai) the enforceabilityFirst Priority Debt Documents (other than this Agreement), validity(ii) the collection of the First Priority Claims or (iii) the maintenance of, value the preservation of, the foreclosure upon or collectibility the Disposition 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 AgreementCollateral.

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 Hedge Contracts with Swap Counterparties or the Treasury Management Agreements with Treasury Management Banks, 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 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 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 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 Borrowers 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 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 '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 Borrowers 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 the Borrowers’ 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 (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, neither any Senior Representative the Subordinated Collateral Trustee nor any other Senior Subordinated 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 Subordinated Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. . (b) The Senior Subordinated Collateral Trustee, for itself and on behalf of the other Subordinated 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, neither the Priority Lien Agent nor any other Senior 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. (c) (i) The Priority Lien Agent and the other Priority Lien Secured Parties shall have any no express or implied duty to the Subordinated Collateral Trustee or any Second other Subordinated Secured Party, and (ii) the Subordinated Collateral Trustee and the other Subordinated Secured Parties shall have no express or implied duty to the Priority Representative Lien Agent or Second any other Priority Debt Party Lien Secured Party, in each case to act or refrain from acting in a manner that which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreement with the Company or Priority Lien Document and any Subsidiary Subordinated (including the Second Priority Debt Documentsother than, in each case, this Agreement), regardless of any knowledge thereof that which they may have or be charged with. Except as expressly set forth in this Agreement. (d) The Subordinated Collateral Trustee, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives for itself 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 on behalf of each other Subordinated Secured Party, hereby waives any claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any actions which the Priority Lien Agent or such Priority Lien Secured Party takes or omits to take (including actions with respect to (a) the enforceabilitycreation, validityperfection or continuation of Liens on any Collateral, value actions with respect to the foreclosure upon, sale, release or collectibility depreciation of, or failure to realize upon, any Collateral, and actions with respect to the collection of any claim for all or only part of the Senior ObligationsPriority Lien Obligations from any account debtor, the Second Priority Debt Obligations guarantor or any guarantee other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any 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 Agreementfor such Priority Lien Obligations.