Common use of No Warranties or Liability Clause in Contracts

No Warranties or Liability. (a) Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that each of First Lien Agent and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

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

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of the other Second First Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent and the nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agreesCollateral Agent, for itself and on behalf of the other Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and extensions the execution, validity, legality, completeness, collectibility or enforceability of credit under any of the First Lien Documents in accordance with law and as they may otherwiseLoan Documents, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions ownership of credit without regard to any rights Collateral or interests that the perfection or priority of any Liens thereon. (b) The Second Lien Collateral Agent or any of and the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Collateral Agent nor or any of other First Lien Secured Party, and the First Lien Collateral Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Collateral Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsLoan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) First The Second Lien Collateral Agent, for itself and on behalf of the other First Second Lien Secured Parties, acknowledges and agrees that no First Lien Secured Party shall have any liability to the Second Lien Collateral Agent and the or any other Second Lien Secured Parties have made no express or implied representation or warrantyParty, including with respect to the executionand hereby waives any claim against any First Lien Secured Party, validity, legality, completeness, collectability or enforceability arising out of any of and all actions which the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral may take or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty permit or omit to First Lien Agent or any of the other First Lien Secured Parties take with respect to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including i) the First Lien DocumentsLoan Documents (other than this Agreement), regardless (ii) the collection of the First Lien Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any knowledge thereof which they may have or be charged withCollateral.

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, (i) neither the Second Lien Agent and the Collateral Trustee nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second thereon and (ii) neither the Third Lien Agent agrees, for itself and on behalf of the Collateral Trustee nor any other Second Third Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to Party has made any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First . (b) The Second Lien Agent agreesCollateral Trustee, for itself and on behalf of the other First Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (c) The Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Second Lien Collateral Trustee nor any other Second Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and notes under the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents in accordance with law Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (d) (i) The Priority Lien Agent and as they may otherwise, in their sole discretion, deem appropriate, and the other Priority Lien Secured Parties shall have no express or implied duty to the Second Lien Collateral Trustee, any other Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Party, the Third Lien Agent Collateral Trustee or any of the other First Third Lien Secured Parties have in Party, (ii) the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent Collateral Trustee and the other Second Lien Secured Parties shall not have any no express or implied duty to First the Priority Lien Agent Agent, any other Priority Lien Secured Party, the Third Lien Collateral Trustee or any of the other First Third Lien Secured Parties Party, and (iii) the Third Lien Collateral Trustee shall have no express or implied duty to the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party, in each case to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document, any Grantor Second Lien Document and any Third Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (e) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations. The Third Lien Collateral Trustee, for itself and on behalf each other Third Lien Secured Party, hereby waives any claim that may be had against the Second Lien Collateral Trustee or any other Second Lien Secured Party arising out of any actions which the Second Lien Collateral Trustee or such Second Lien Secured Party takes or omits to take following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Second Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Second Lien Documents or the valuation, use, protection or release of any security for such Second Lien Obligations.

No Warranties or Liability. (a) Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent and the nor any other First Third Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Third Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the Second Lien Agent agreesCollateral Agent, for itself and on behalf of the other Second Lien Secured Parties, that and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and extensions the execution, validity, legality, completeness, collectibility or enforceability of credit under any of the First Lien Documents in accordance with law Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and as they may otherwise, in their sole discretion, deem appropriateon behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (b) Each of the Second Lien Collateral Agent and the other Second Lien Secured Parties, and the Third Lien Collateral Agent and the other Third Lien Secured Parties shall have no express or implied duty to the First Lien Collateral Agent or any other First Lien Secured Party, and each of the First Lien Collateral Agent and the other First Lien Secured Parties, and the Third Lien Collateral Agent and the other Third Lien 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 Lien Collateral Agent or any other Second Lien Secured Party, and each of the First Lien Collateral Agent and the other First Lien Secured Parties, and the Second Lien Collateral Agent and the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any no express or implied duty to Second the Third Lien Collateral Agent or any of the other Second Third Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Note Document, any Grantor (including the Second Lien DocumentsNote Document and any Third Lien Note Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) First The Second Lien Collateral Agent, for itself and on behalf of the other First Second Lien Secured Parties, acknowledges and agrees that no First Lien Secured Party shall have any liability to the Second Lien Collateral Agent and the or any other Second Lien Secured Party, and hereby waives any claim against any First Lien Secured Party, arising out of any and all actions which the First Lien Collateral Agent or the other First Lien Secured Parties have made no express may take or implied representation permit or warranty, including omit to take with respect to (i) the executionFirst Lien Note Documents (other than this Agreement), validity, legality, completeness, collectability or enforceability of any (ii) the collection of the First Lien DocumentsObligations or (iii) the maintenance of, the ownership preservation of, the foreclosure upon or the Disposition of any Collateral. The Third Lien Collateral or the perfection or priority of any Liens thereon. First Lien Agent agreesAgent, for itself and on behalf of the other Third Lien Secured Parties, agrees that no First Lien Secured Party or Second Lien Secured Party shall have any liability to the Third Lien Collateral Agent or any other Third Lien Secured Party, and hereby waives any claim against any First Lien Secured Party or Second Lien Secured Party, arising out of any and all actions which the First Lien Collateral Agent or the other First Lien Secured Parties, that or the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and Collateral agent or the Second Lien Secured Parties may manage their loans and notes without regard take or permit or omit to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty take with respect to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including i) the First Lien DocumentsNote Documents or the Second Lien Note Documents (other than this Agreement), regardless as applicable, (ii) the collection of the First Lien Obligations or the Second Lien Obligations, as applicable, or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any knowledge thereof which they may have or be charged withCollateral.

No Warranties or Liability. (a) Second Each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of the itself and each other Second First Lien Secured PartiesClaimholder represented by it, acknowledges and agrees that no Second Lien Representative or other Second Lien Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Claimholders will be entitled to manage and supervise their respective extensions of credit under the Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and each other Second Lien Claimholder represented by it, acknowledges and agrees that no First Lien Agent and the Representative or other First Lien Secured Parties have Claimholder has made no 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 Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agreesExcept as otherwise provided herein, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Representatives, the Second Lien Collateral Agents and the other Second Lien Claimholders shall have no duty to the First Lien Representatives, the First Lien Collateral Agents or any of the other First Lien Claimholders, and the First Lien Secured Parties may manage their loans Representatives, the First Lien Collateral Agents and extensions of credit without regard the other First Lien Claimholders shall have no duty to any rights or interests that the Second Lien Agent Representative, the Second Lien Collateral Agents or any of the other Second Lien Secured Parties have in the Collateral or otherwiseClaimholders, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Lien Term Loan Agent, for itself and on behalf of the other Second Lien Term Loan Secured Parties, acknowledges and agrees that each of First Lien ABL Agent and the other First Lien ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien ABL Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Term Loan Agent agrees, for itself and on behalf of the other Second Lien Term Loan Secured Parties, that the First Lien ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien ABL Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Term Loan Agent or any of the other Second Lien Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien ABL Agent nor any of the other First Lien ABL Secured Parties shall have any duty to Second Lien Term Loan Agent or any of the other Second Lien Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Term Loan Documents), regardless of any knowledge thereof which they may have or with which they may be charged withcharged. (b) First Lien ABL Agent, for itself and on behalf of the other First Lien ABL Secured Parties, acknowledges and agrees that Second Lien each of Term Loan Agent and the other Second Lien Term Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien ABL Agent agrees, for itself and on behalf of the other First Lien ABL Secured Parties, that the Second Lien Term Loan Secured Parties will be entitled to manage and supervise their respective loans and notes extensions of credit under the Second Lien Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Term Loan Secured Parties may manage their loans and notes extensions of credit without regard to any rights or interests that First Lien ABL Agent or any of the other First Lien ABL Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Neither Term Loan Agent and nor any of the other Second Lien Term Loan Secured Parties shall not have any duty to First Lien ABL Agent or any of the other First Lien ABL Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien ABL Documents), regardless of any knowledge thereof which they may have or with which they may be charged withcharged.

No Warranties or Liability. (a) Second Each First Lien AgentRepresentative, for itself and on behalf of itself and the other Second First Lien Secured PartiesParties represented by it, acknowledges and agrees that each no Second Lien Representative or other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Secured Parties will be entitled to manage and supervise their respective extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each Second Lien Representative, on behalf of itself and the Second Lien Secured Parties represented by it, acknowledges and agrees that no First Lien Agent and the Representative or other First Lien Secured Parties have Party has made no 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 Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agreesExcept as otherwise provided herein, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Representatives and the other Second Lien Secured Parties shall have no duty to the First Lien Representatives or any of the other First Lien Secured Parties, and the First Lien Representatives and the other First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that the Second Lien Agent Representatives or any of the other Second Lien Secured Parties have in the Collateral or otherwiseParties, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Grantor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesClaimholders under the First Lien Loan Documents, acknowledges and agrees that each of First the Second Lien Collateral Agent and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Obligations, acknowledges and agrees that the First Lien Collateral Agent and the First 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 First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Claimholders, and the First Lien Secured Parties may manage their loans Collateral Agent and extensions of credit without regard the First Lien Claimholders shall have no duty to any rights or interests that the Second Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseClaimholders, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second First Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, Creditor acknowledges and agrees that each of First Second Lien Agent Creditor and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility, or enforceability of any of the First Second Lien Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . Second Lien Creditor acknowledges and the agrees that First Lien Secured Parties may manage their loans Creditor and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectability, or enforceability of any of the First Lien Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and notes extensions of credit under the Second their respective First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent Creditor and the other Second Lien Secured Parties Claimholders shall not have any no duty to First Lien Agent Creditor or any of other First Lien Claimholder, and First Lien Creditor and the other First Lien Secured Parties Claimholders shall have no duty to Second Lien Creditor or any other Second Lien Claimholder, to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor the Debtor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First-Lien Collateral Agent, for itself and on behalf of itself and the other Second First-Lien Secured PartiesCreditors under the First-Lien Documents, acknowledges and agrees that each of First the Second-Lien Collateral Agent and the other First Second-Lien Secured Parties Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second-Lien Notes Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, acknowledges and agrees that each of the First-Lien Collateral Agent and the First-Lien 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-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second The First-Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the First their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The First-Lien Collateral Agent and the First First-Lien Secured Parties may manage their loans and extensions of credit without regard Creditors shall have no duty to any rights or interests that Second the Second-Lien Collateral Agent or any of the other Second Second-Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties Creditors to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Grantor (including under the Second First-Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First . The Second-Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Collateral Agent and the other Second Second-Lien Secured Parties Creditors shall have made no express or implied representation or warranty, including with respect duty to the execution, validity, legality, completeness, collectability or enforceability of any of the First First-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First First-Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties Creditors to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Grantor (including under the First Second-Lien Notes Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, (i) neither the Second Lien Agent and the Collateral Trustee nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second thereon and (ii) neither the Third Lien Agent agrees, for itself and on behalf of the Collateral Trustee nor any other Second Third Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to Party has made any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First . (b) The Second Lien Agent agreesCollateral Trustee, for itself and on behalf of the other First Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (c) The Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Second Lien Collateral Trustee nor any other Second Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and notes under the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents in accordance with law Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (d) (i) The Priority Lien Agent and as they may otherwise, in their sole discretion, deem appropriate, and the other Priority Lien Secured Parties shall have no express or implied duty to the Second Lien Collateral Trustee, any other Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Party, the Third Lien Agent Collateral Trustee or any of the other First Third Lien Secured Parties have in Party, (ii) the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent Collateral Trustee and the other Second Lien Secured Parties shall not have any no express or implied duty to First the Priority Lien Agent Agent, any other Priority Lien Secured Party, the Third Lien Collateral Trustee or any of the other First Third Lien Secured Parties Party, and (iii) the Third Lien Collateral Trustee shall have no express or implied duty to the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party, in each case to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document, any Grantor Second Lien Document and any Third Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (e) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations. The Third Lien Collateral Trustee, for itself and on behalf each other Third Lien Secured Party, hereby waives any claim that may be had against the Second Lien Collateral Trustee or any other Second Lien Secured Party arising out of any actions which the Second Lien Collateral Trustee or such Second Lien Secured Party takes or omits to take following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Second Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Second Lien Documents or the valuation, use, protection or release of any security for such Second Lien Obligations.

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

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

No Warranties or Liability. (a) Second The U.S. First-Lien Collateral Agent, for itself and on behalf of itself and the other Second First-Lien Secured PartiesCreditors under the First-Lien Documents, acknowledges and agrees that each of First the Second-Lien Collateral Agent and the other First Second-Lien Secured Parties Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second-Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, acknowledges and agrees that each of the U.S. First-Lien Collateral Agent and the other First-Lien 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-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second The First-Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the First their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The Second-Lien Collateral Agent and the First other Second-Lien Secured Parties may manage their loans and extensions of credit without regard Creditors shall have no duty to any rights or interests that Second the U.S. First-Lien Collateral Agent or any of the other Second First-Lien Secured Parties have in Creditors, and the U.S. First-Lien Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of and the other First First-Lien Secured Parties Creditors shall have any no duty to Second the Second-Lien Collateral Agent or any of the other Second Second-Lien Secured Parties Creditors, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Parent Borrower or any other Grantor (including under the Second First-Lien Documents and the Second-Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, (i) neither the Second Lien Agent and the Collateral Trustee nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second thereon and (ii) neither the Third Lien Agent agrees, for itself and on behalf of the Collateral Trustee nor any other Second Third Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to Party has made any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First . (b) The Second Lien Agent agreesCollateral Trustee, for itself and on behalf of the other First Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (c) The Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Second Lien Collateral Trustee nor any other Second Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and notes under the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents in accordance with law Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (d) The Priority Lien Agent and as they may otherwise, in their sole discretion, deem appropriate, and the other Priority Lien Secured Parties shall have no express or implied duty to the Second Lien Collateral Trustee, any other Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Party, the Third Lien Agent Collateral Trustee or any of the other First Third Lien Secured Parties have in Party, the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent Collateral Trustee and the other Second Lien Secured Parties shall not have any no express or implied duty to First the Priority Lien Agent Agent, any other Priority Lien Secured Party, the Third Lien Collateral Trustee or any of the other First Third Lien Secured Parties Party, and the Third Lien Collateral Trustee shall have no express or implied duty to the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document, any Grantor Second Lien Document and any Third Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (e) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations. The Third Lien Collateral Trustee, for itself and on behalf each other Third Lien Secured Party, hereby waives any claim that may be had against the Second Lien Collateral Trustee or any other Second Lien Secured Party arising out of any actions which the Second Lien Collateral Trustee or such Second Lien Secured Party takes or omits to take following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Second Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Second Lien Documents or the valuation, use, protection or release of any security for such Second Lien Obligations.

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, (i) neither the Second Lien Collateral Agent and the nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second thereon and (ii) neither the Third Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Third Lien Secured Parties shall have Party has made any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First . (b) The Second Lien Agent agreesCollateral Agent, for itself and on behalf of the other First Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (c) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Second Lien Collateral Agent nor any other Second Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and notes under the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents in accordance with law Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (d) The Priority Lien Agent and as they may otherwise, in their sole discretion, deem appropriate, and the other Priority Lien Secured Parties shall have no express or implied duty to the Second Lien Collateral Agent, any other Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Party, the Third Lien Collateral Agent or any of the other First Third Lien Secured Parties have in Party, the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Collateral Agent and the other Second Lien Secured Parties shall not have any no express or implied duty to First the Priority Lien Agent, any other Priority Lien Secured Party, the Third Lien Collateral Agent or any of the other First Third Lien Secured Parties Party, and the Third Lien Collateral Agent shall have no express or implied duty to the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document, any Grantor Second Lien Document and any Third Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (e) Each of the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party and the Third Lien Collateral Agent, for itself and on behalf of each other Third Lien 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations. The Third Lien Collateral Agent, for itself and on behalf each other Third Lien Secured Party, hereby waives any claim that may be had against the Second Lien Collateral Agent or any other Second Lien Secured Party arising out of any actions which the Second Lien Collateral Agent or such Second Lien Secured Party takes or omits to take following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Second Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Second Lien Documents or the valuation, use, protection or release of any security for such Second Lien Obligations.

No Warranties or Liability. (a) Second Lien The Revolver Agent, for itself and on behalf of the other Second Lien Revolver Secured Parties, acknowledges and agrees that each of First Lien that, except for the representations and warranties set forth in Article X, neither the Term Loan Agent and the nor any other First Lien Term Loan Secured Parties have Party has made no 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 Term Loan Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien The Term Loan Agent, for itself and on behalf of the other First Lien Term Loan Secured Parties, acknowledges and agrees that Second Lien that, except for the representations and warranties set forth in Article X, neither the Revolver Agent and the nor any other Second Lien Revolver Secured Parties have Party has made no 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 Revolver Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien . (c) The Revolver Agent and the other Second Lien Revolver Secured Parties shall not have any no express or implied duty to First Lien the Term Loan Agent or any of other Term Loan Secured Party and the Term Loan Agent and the other First Lien Term Loan Secured Parties shall have no express or implied duty to the Revolver Agent or any other Revolver Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Revolver Document and any Grantor Term Loan Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (d) The Term Loan Agent, for itself and on behalf of each other Term Loan Secured Party hereby waives any claim that may be had against the Collateral Trustee, the Revolver Agent or any other Revolver Secured Party arising out of any actions which the Collateral Trustee, the Revolver Agent or such Revolver Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Shared Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any Shared Collateral, and actions with respect to the collection of any claim for all or only part of the Revolver Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Revolver Documents and the transactions contemplated hereunder and thereunder or the valuation, use, protection or release of any security for such Revolver Obligations.

No Warranties or Liability. (a) Second The First Lien Administrative Agent, for itself and on behalf of the other Second First Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Administrative Agent and the nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agreesAdministrative Agent, for itself and on behalf of the other Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Administrative Agent nor any other First Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and extensions the execution, validity, legality, completeness, collectibility or enforceability of credit under any of the First Lien Documents in accordance with law and as they may otherwiseLoan Documents, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions ownership of credit without regard to any rights Collateral or interests that the perfection or priority of any Liens thereon. (b) The Second Lien Administrative Agent or any of and the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Administrative Agent nor or any of other First Lien Secured Party, and the First Lien Administrative Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Administrative Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsLoan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) The Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no First Lien Secured Party shall have any liability to the Second Lien Administrative Agent or any other Second Lien Secured Party, and hereby waives any claim against any First Lien Secured Party, arising out of any and all actions which the First Lien Administrative Agent or the other First Lien Secured Parties may take or permit or omit to take with respect to (i) the First Lien Loan Documents (other than this Agreement), (ii) the collection of the First Lien Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any Collateral. (d) The First Lien Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that no Second Lien Secured Party shall have any liability to the First Lien Administrative Agent or any other First Lien Secured Party, and hereby waives any claim against any Second Lien Secured Party, arising out of any and all actions which the Second Lien Administrative Agent or the other Second Lien Secured Parties have made no express may take or implied representation permit or warranty, including omit to take with respect to the 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. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that (i) the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under Loan Documents (other than this Agreement), (ii) the collection of the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and Obligations or (iii) the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results inmaintenance of, the occurrence preservation of, the foreclosure upon or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless Disposition of any knowledge thereof which they may have or be charged withCollateral.

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesClaimholders, acknowledges and agrees that each of First the Second Lien Collateral Agent and the other Second Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, acknowledges and agrees that each of the First Lien Secured Parties Collateral Agent and the First Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agreesExcept as otherwise provided herein, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Claimholders, and the First Lien Secured Parties may manage their loans Collateral Agent and extensions of credit without regard the First Lien Claimholders shall have no duty to any rights or interests that the Second Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseClaimholders, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Loan Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Administrative Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesClaimholders, acknowledges and agrees that each of First the Second Lien Administrative Agent and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Administrative Agent, on behalf of itself and the Second Lien Obligations, acknowledges and agrees that the First Lien Administrative Agent and the First 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 First Lien Loan 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 under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Administrative Agent and the Second Lien Claimholders shall have no duty to the First Lien Administrative Agent or any of the First Lien Claimholders, and the First Lien Secured Parties may manage their loans Administrative Agent and extensions of credit without regard the First Lien Claimholders shall have no duty to any rights or interests that the Second Lien Administrative Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseClaimholders, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Company or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Lien The ABL Agent, for itself and on behalf of the other Second Lien ABL Secured Parties, acknowledges and agrees that each of First Lien Agent that, except as set forth in Section 8.16, the Term Agents and the other First Lien Term Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien DocumentsTerm Document, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agreesExcept as otherwise provided herein, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Term Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Term Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. (b) Each Term Agent, for itself and on behalf of its other Related Secured Parties, acknowledges and agrees that, except as set forth in Section 8.16, the ABL Agent and the First Lien other ABL Secured Parties may have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any ABL Document, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any under the applicable ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. (c) None of the other Second Lien Secured Parties have in the Collateral Term Agents or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Term Secured Parties shall have any express or implied duty to Second Lien the ABL Agent or any other ABL Secured Party, and none of the ABL Agent or the other Second Lien ABL Secured Parties shall have any express or implied duty to any Term Agent or any other Term Secured Party, to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien any ABL Documents or any Term Documents), regardless of any knowledge thereof which that they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second First Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, Creditor acknowledges and agrees that each of First Second Lien Agent Creditor and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility, or enforceability of any of the First Second Lien Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . Each Second Lien Creditor acknowledges and the agrees that First Lien Secured Parties may manage their loans Creditor and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectability, or enforceability of any of the First Lien Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and notes extensions of credit under the Second their respective First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the . Each Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent Creditor and the other Second Lien Secured Parties Claimholders shall not have any no duty to First Lien Agent Creditor or any of other First Lien Claimholder, and First Lien Creditor and the other First Lien Secured Parties Claimholders shall have no duty to a Second Lien Creditor or any other Second Lien Claimholder, to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor the Debtor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

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

No Warranties or Liability. (a) Second The First Lien Agent, for itself and on behalf of itself and the other Second First Lien Secured Parties, acknowledges and agrees that each of the Second Lien Agent and the Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that the First Lien Agent and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Agent and the Second Lien Secured Parties shall have no duty to the First Lien Agent or any of the First Lien Secured Parties, and the First Lien Agent and the First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that the Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseParties, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Grantor Guarantor Subsidiary (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Lien The First-Out Agent, for itself and on behalf of the other Second Lien First-Out Secured Parties, acknowledges and agrees that each of First Lien that, except for the representations and warranties set forth in Article VIII, neither the Second-Out Agent and the nor any other First Lien Second-Out Secured Parties have Party has made no 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 Second-Out Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien The Second-Out Agent, for itself and on behalf of the other First Lien Second-Out Secured Parties, acknowledges and agrees that Second Lien that, except for the representations and warranties set forth in Article VIII, neither the First-Out Agent and the nor any other Second Lien First-Out Secured Parties have Party has made no 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 First-Out Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien . (c) The First-Out Agent and the other Second Lien First-Out Secured Parties shall not have any no express or implied duty to First Lien the Second-Out Agent or any of other Second-Out Secured Party and the Second-Out Agent and the other First Lien Second-Out Secured Parties shall have no express or implied duty to the First-Out Agent or any other First-Out Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First-Out Document and any Grantor Second-Out Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (d) The Second-Out Agent, for itself and on behalf of each other Second-Out Secured Party hereby waives any claim that may be had against the First-Out Agent or any other First-Out Secured Party arising out of any actions which the First-Out Agent or such First-Out Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Shared Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any Shared Collateral, and actions with respect to the collection of any claim for all or only part of the First-Out Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the First-Out Documents or the valuation, use, protection or release of any security for such First-Out Obligations.

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

No Warranties or Liability. (a) The First Lien Collateral Agent, for itself and on behalf of the First Lien Consenting Lenders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Secured Parties will be entitled to manage and supervise their loans and extensions of credit. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Term Secured Parties, acknowledges and agrees that each of that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent and the nor any other First Lien Secured Parties have Party has made no 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 Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. . (b) The Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Collateral Agent nor or any of other First Lien Secured Party, and the First Lien Collateral Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Collateral Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsLoan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) First The Second Lien Collateral Agent, for itself and on behalf of the other Term Secured Parties, agrees that no First Lien Secured Parties, acknowledges and agrees that Party shall have any liability to the Second Lien Collateral Agent or any other Term Secured Party, and the other Second hereby waives any claim against any First Lien Secured Parties have made no express or implied representation or warrantyParty, including with respect to the execution, validity, legality, completeness, collectability or enforceability arising out of any of and all actions that the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in may take or permit or omit to take with respect to (i) the Collateral First Lien Loan Documents (other than this Agreement and subject to Sections 7.01(a) and 7.02), (ii) the collection of the First Lien Obligations (subject to Section 7.01(a)) or otherwise(iii) the maintenance of, except as otherwise the preservation of, the foreclosure upon or the Disposition of any Collateral; provided that nothing in this Intercreditor Agreement. paragraph shall be construed to prevent or impair the rights of the Second Lien Collateral Agent and the or any other Second Lien Secured Parties shall not have any duty Party to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged withenforce this Agreement.

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of the other Second First Lien Secured Parties, acknowledges and agrees that each that, except for the representations and warranties set forth in ARTICLE VIII, neither the Junior Lien Collateral Agent nor any other Junior 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 Junior Lien Documents, the ownership of any Collateral or the perfection or priority of any Lien thereon. (b) The Junior Lien Collateral Agent, for itself and on behalf of the other Junior Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in ARTICLE VIII, neither the First Lien Collateral Agent and the nor any other First Lien Secured Parties have Party has made no 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 Documents, the ownership of any Collateral or the perfection or priority of any Liens Lien thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the . (c) The First Lien Secured Parties will be entitled to manage Collateral Agent and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any no express or implied duty to Second the Junior Lien Collateral Agent or any of other Junior Lien Secured Party, and the Junior Lien Collateral Agent and the other Second Junior Lien Secured Parties shall have no express or implied duty to the First Lien Collateral Agent or any other First Lien Secured Party, to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Document and any Grantor Junior Lien Document (including the Second Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bd) First The Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Secured Party, hereby waives any claim that may be had against the First Lien Collateral Agent or any other First Lien Secured Parties, acknowledges and agrees that Second Party arising out of any action which the First Lien Collateral Agent and the other Second or such First Lien Secured Parties have made no express Party takes or implied representation or warranty, omits to take (including actions with respect to (i) the executioncreation, validityperfection or continuation of Liens on any Collateral, legality(ii) the foreclosure upon, completenesssale, collectability release or enforceability depreciation of, or failure to realize upon, any Collateral, (iii) the maintenance and preservation of any Collateral and (iv) the collection of any claim for all or only part of the First Lien DocumentsObligations from any account debtor, the ownership of guarantor or any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents party) in accordance with law this Agreement and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents)Documents or the valuation, regardless use, protection or release of any knowledge thereof which they may have or be charged withsecurity for such First Lien Obligations.

No Warranties or Liability. (a) Second The First Lien Administrative Agent, for itself and on behalf of the other Second First Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Administrative Agent and the nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agreesAdministrative Agent, for itself and on behalf of the other Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Administrative Agent nor any other First Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and extensions the execution, validity, legality, completeness, collectibility or enforceability of credit under any of the First Lien Documents in accordance with law and as they may otherwiseLoan Documents, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions ownership of credit without regard to any rights Collateral or interests that the perfection or priority of any Liens thereon. (b) The Second Lien Administrative Agent or any of and the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Administrative Agent nor or any of other First Lien Secured Party, and the First Lien Administrative Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Administrative Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsLoan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) First The Second Lien Administrative Agent, for itself and on behalf of the other First Second Lien Secured Parties, acknowledges and agrees that no First Lien Secured Party shall have any liability to the Second Lien Administrative Agent and the or any other Second Lien Secured Parties have made no express or implied representation or warrantyParty, including with respect to the executionand hereby waives any claim against any First Lien Secured Party, validity, legality, completeness, collectability or enforceability arising out of any of and all actions which the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Administrative Agent or any of the other First Lien Secured Parties have in the Collateral may take or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty permit or omit to First Lien Agent or any of the other First Lien Secured Parties take with respect to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including i) the First Lien DocumentsLoan Documents (other than this Agreement), regardless (ii) the collection of the First Lien Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon, or the Disposition of any knowledge thereof which they may have or be charged withCollateral.

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

No Warranties or Liability. (a) Second Lien AgentExcept as set forth in Section 8.15, for itself and on behalf none of the other Second Lien Secured Parties, acknowledges and agrees that each of First Lien Agent and the other or any First Lien Secured Parties Lender shall have been deemed to have made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Second Lien Agent or any of the other Second Lien Secured Parties have in the Common Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither None of the First Lien Agent nor any of the other First Lien Secured Parties Lender shall have any duty to the Second Lien Agent or any of the other Second Lien Secured Parties Party to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with SSC or any Grantor Subsidiary thereof (including the Second Lien Documents), regardless of any knowledge thereof which that they may have or be charged with. (b) . Except as expressly set forth in this Agreement, the First Lien Agent, for itself and on behalf of the other First Lien Secured PartiesLenders, acknowledges and agrees that the Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard have not otherwise made to each other, nor do they hereby make to each other, any rights warranties, express or interests that First Lien Agent implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the other Second Lien Claims, the First Lien Secured Parties Claims or any guarantee or security which may have been granted to any of them in the Collateral connection therewith, (b) any Grantor’s title to or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty right to First Lien Agent or transfer any of the Common Collateral or (c) any other First Lien Secured Parties to act or refrain from acting matter except as expressly set forth in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged withthis Agreement.

No Warranties or Liability. (a) Second The First-Lien Agent, for itself and on behalf of itself and the other Second First-Lien Secured PartiesCreditors under the First-Lien Credit Documents, acknowledges and agrees that each of First the Second-Lien Agent and the other First Second-Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second-Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second The Second-Lien Agent agreesAgent, for itself and on behalf of itself and the other Second Second-Lien Secured PartiesClaimholders, acknowledges and agrees that each of the First First-Lien Secured Parties Agent and the First-Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First-Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the First their respective First-Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The First-Lien Agent and the First First-Lien Secured Parties may manage their loans and extensions of credit without regard Creditors shall have no duty to any rights or interests that Second the Second-Lien Agent or any of the other Second Second-Lien Secured Parties have in the Collateral or otherwiseClaimholders, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Parent or any other Grantor (including under the Second First-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Each of the First Lien Security Agent, for itself and on behalf of itself and the other First Lien Secured Parties, and, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself and the other Second Lien Secured Parties, acknowledges and agrees that each of First Lien the Revolving Facility Agent and the other First Lien Revolving Facility Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Revolving Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien The Revolving Facility Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien their respective Revolving Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Revolving Facility Agent and the Revolving Facility Secured Parties shall have no duty to the First Lien Security Agent, and any of the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Parties, the Second Lien Security Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the Revolving Facility Documents, the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First Lien Collateral Agent acknowledges and agrees that, except for the representations and warranties set forth in Article VI, neither the Second Lien Agent, for itself and on behalf of the Collateral Agent nor any other Second Lien Secured Parties, acknowledges and agrees that each of First Lien Agent and the other First Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VI, the First Lien Collateral Agent has not 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 Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. . (b) The Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Collateral Agent nor any of and the other First Lien Secured Parties Collateral Agent shall have any no express or implied duty to the Second Lien Collateral Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Document and any Grantor (including the Second Lien DocumentsDocument (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) First The Second Lien Collateral Agent, for itself and on behalf of the other First Second Lien Secured Parties, acknowledges and agrees that the First Lien Collateral Agent shall have no liability to the Second Lien Collateral Agent or any other Second Lien Secured Party, and hereby waives any claim against the First Lien Collateral Agent, arising out of any and all actions which the First Lien Collateral Agent may take or permit or omit to take with respect to (i) the First Lien Documents (other than this Agreement), (ii) the collection of the First Lien Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any Collateral. (d) The First Lien Collateral Agent agrees that no Second Lien Secured Party shall have any liability to the First Lien Collateral Agent and hereby waives any claim against any Second Lien Secured Party, arising out of any and all actions which the Second Lien Collateral Agent or the other Second Lien Secured Parties have made no express may take or implied representation permit or warranty, including omit to take with respect to the 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. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under (i) the Second Lien Documents in accordance with law and as they may otherwise(other than this Agreement), in their sole discretion, deem appropriate, and (ii) the collection of the Second Lien Secured Parties may manage their loans and notes without regard to any rights Obligations or interests that First Lien Agent or any of (iii) the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results inmaintenance of, the occurrence preservation of, the foreclosure upon or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless Disposition of any knowledge thereof which they may have or be charged withCollateral.

No Warranties or Liability. (a) Second Each First-Lien Agent, for itself and on behalf of itself and the other Second applicable First-Lien Secured PartiesCreditors under the applicable First-Lien Credit Documents, acknowledges and agrees that each of First the Second-Lien Agent and the other First Second-Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second-Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second The Second-Lien Agent agreesAgent, for itself and on behalf of itself and the other Second Second-Lien Secured PartiesClaimholders, acknowledges and agrees that each of the First First-Lien Secured Parties Agent and the First-Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First-Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the First their respective First-Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The First-Lien Agents and the First First-Lien Secured Parties may manage their loans and extensions of credit without regard Creditors shall have no duty to any rights or interests that Second the Second-Lien Agent or any of the other Second Second-Lien Secured Parties have in the Collateral or otherwiseClaimholders, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Parent or any other Grantor (including under the Second First-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Each Second Lien AgentCollateral Agent and Second Lien Representative, for itself and on behalf of the other their Related Second Lien Secured PartiesClaimholders, acknowledges and agrees that each no Second Lien Collateral Agent, Second Lien Representative or Second Lien Claimholder of First Lien Agent and the any other First Lien Secured Parties have Class has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agreesCollateral Agent, for itself and on behalf of the other Second Lien Secured Parties, that Representative and the First Second Lien Secured Parties Claimholders of any Class will be entitled to manage and supervise their respective loans and other extensions of credit under in the First Lien Documents in accordance with law and as they may otherwise, manner set forth in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Related Second Lien Documents. No Second Lien Collateral Agent or Second Lien Representative shall, by reason of this Agreement, any of the other Second Lien Secured Parties Collateral Document or any other document, have a fiduciary relationship or other implied duties in the respect of any other Second Lien Collateral Agent, Second Lien Representative or otherwiseany other Second Lien Claimholder. (b) No Second Lien Collateral Agent, except as otherwise provided in this Intercreditor Agreement. Neither First Second Lien Agent nor Representative or Second Lien Claimholders of any of the other First Lien Secured Parties Class shall have any express or implied duty to the Second Lien Agent Collateral Agent, Second Lien Representative or any of the other Second Lien Secured Parties Claimholder of any other Class to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of a default or default an Event of Default under any agreements with any Grantor (including the Second Lien DocumentsDocument (other than, in each case, this Agreement), regardless of any knowledge thereof which that they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First-Lien Collateral Agent, for itself and on behalf of itself and the other Second First-Lien Secured PartiesCreditors under the First-Lien Documents, acknowledges and agrees that each of First the Second-Lien Collateral Agent and the other First Second-Lien Secured Parties Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second-Lien Subordinated Notes Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, acknowledges and agrees that each of the First-Lien Collateral Agent and the First-Lien 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-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second The First-Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the First their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The First-Lien Collateral Agent and the First First-Lien Secured Parties may manage their loans and extensions of credit without regard Creditors shall have no duty to any rights or interests that Second the Second-Lien Collateral Agent or any of the other Second Second-Lien Secured Parties have in the Collateral or otherwiseCreditors, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Grantor (including under the Second First-Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

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

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Agent and the Collateral Agent, nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. . (b) The Second Lien Agent agreesCollateral Agent, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage acknowledges and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseagrees that, except as otherwise provided for the representations and warranties set forth in this Intercreditor Agreement. Neither First Article VIII, neither the Priority Lien Agent nor any of the other First Priority Lien Secured Parties shall have Party has made any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First . (c) The Priority Lien Agent agrees, for itself and on behalf of the other First Priority Lien Secured Parties, that Parties shall have no express or implied duty to the Second Lien Collateral Agent, or any other Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under Party, the Second Lien Documents in accordance with law and as they may otherwiseCollateral Agent, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any no express or implied duty to First the Priority Lien Agent or any of the other First Priority Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document and any Grantor Second Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (d) The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations.

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that each of First Lien Agent and the other First Lien Secured Parties have acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, the Second Lien Collateral Agent nor any other Second Lien Secured Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agreesCollateral Agent, for itself and on behalf of the other Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, the First lien Collateral Agent nor any other First Lien 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 Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions Loan Documents, the ownership of credit under any Collateral or the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions perfection or priority of credit without regard to any rights or interests that Liens thereon. (b) The Second Lien Collateral Agent or any of and the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Collateral Agent nor or any other First Lien Secured Party, and each of the First Lien Collateral Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Collateral Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsLoan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) First The Second Lien Collateral Agent, for itself and on behalf of the other First Second Lien Secured Parties, acknowledges and agrees that no First Lien Secured Party shall have any liability to the Second Lien Collateral Agent and the or any other Second Lien Secured Parties have made no express or implied representation or warrantyParty, including with respect to the executionand hereby waives any claim against any First Lien Secured Party, validity, legality, completeness, collectability or enforceability arising out of any of and all actions which the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral may take or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty permit or omit to First Lien Agent or any of the other First Lien Secured Parties take with respect to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including i) the First Lien DocumentsLoan Documents (other than this Agreement), regardless (ii) the collection of the First Lien Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any knowledge thereof which they may have or be charged withCollateral.

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of the other Second First Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent and the nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agreesCollateral Agent, for itself and on behalf of the other Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and extensions the execution, validity, legality, completeness, collectibility or enforceability of credit under any of the First Lien Documents in accordance with law and as they may otherwiseLoan Documents, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions ownership of credit without regard to any rights Collateral or interests that the perfection or priority of any Liens thereon. (b) The Second Lien Collateral Agent or any of and the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Collateral Agent nor or any of other First Lien Secured Party, and the First Lien Collateral Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Collateral Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsLoan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) First The Second Lien Collateral Agent, for itself and on behalf of the other First Second Lien Secured Parties, acknowledges and agrees that no First Lien Secured Party shall have any liability to the Second Lien Collateral Agent and the or any other Second Lien Secured Parties have made no express or implied representation or warrantyParty, including with respect to the executionand hereby waives any claim against any First Lien Secured Party, validity, legality, completeness, collectability or enforceability arising out of any of and all actions which the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral may take or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty permit or omit to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged withtake.

No Warranties or Liability. (a) Second The First-Lien Collateral Agent, for itself and on behalf of itself and the other Second First-Lien Secured PartiesCreditors under the First-Lien Documents, acknowledges and agrees that each of First the Second-Lien Collateral Agent and the other First Second-Lien Secured Parties Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second-Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second-Lien Creditors (by its acceptance of the benefits of the Second-Lien Note Documents) acknowledges and agrees that each of the First-Lien Collateral Agent and the First-Lien 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-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second The First-Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the First their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The Second-Lien Collateral Agent and the First other Second-Lien Secured Parties may manage their loans and extensions of credit without regard Creditors shall have no duty to any rights or interests that Second the First-Lien Collateral Agent or any of the other Second First-Lien Secured Parties have in Creditors, and the First-Lien Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of and the other First First-Lien Secured Parties Creditors shall have any no duty to Second the Second-Lien Collateral Agent or any of the other Second Second-Lien Secured Parties Creditors, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Borrower or any other Grantor (including under the Second First-Lien Documents and the Second-Lien Note Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Lien Notes Agent, for itself and on behalf of the other Second Lien Notes Secured Parties, acknowledges and agrees that each of First Lien Revolving Loan Agent and the other First Lien Revolving Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Revolving Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Notes Agent agrees, for itself and on behalf of the other Second Lien Notes Secured Parties, that the First Lien Revolving Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Revolving Loan Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Notes Agent or any of the other Second Lien Notes Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Revolving Loan Agent nor any of the other First Lien Revolving Loan Secured Parties shall have any duty to Second Lien Notes Agent or any of the other Second Lien Notes Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Notes Documents), regardless of any knowledge thereof which they may have or with which they may be charged withcharged. (b) First Lien Revolving Loan Agent, for itself and on behalf of the other First Lien Revolving Loan Secured Parties, acknowledges and agrees that Second Lien each of Notes Agent and the other Second Lien Notes Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Notes Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Revolving Loan Agent agrees, for itself and on behalf of the other First Lien Revolving Loan Secured Parties, that the Second Lien Notes Secured Parties will be entitled to manage and supervise their respective loans and notes extensions of credit under the Second Lien Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Notes Secured Parties may manage their loans and notes extensions of credit without regard to any rights or interests that First Lien Revolving Loan Agent or any of the other First Lien Revolving Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Neither Notes Agent and nor any of the other Second Lien Notes Secured Parties shall not have any duty to First Lien Revolving Loan Agent or any of the other First Lien Revolving Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Revolving Loan Documents), regardless of any knowledge thereof which they may have or with which they may be charged withcharged.

No Warranties or Liability. (a) Second The First-Lien Agent, for itself and on behalf of itself and the other Second First-Lien Secured PartiesParties under the First-Lien Documents, acknowledges and agrees that each of First the Second-Lien Agent and the other First Second-Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second-Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First The Second-Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Second-Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Agent, on behalf of itself and the Second-Lien Secured Parties, acknowledges and agrees that each of the First-Lien Agent and the First-Lien Secured Parties 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-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The Second-Lien Agent and the First other Second-Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that Second the First-Lien Agent or any of the other Second First-Lien Secured Parties have in Parties, and the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First First-Lien Agent nor any of and the other First First-Lien Secured Parties shall have any no duty to Second the Second-Lien Agent or any of the other Second Second-Lien Secured Parties Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Grantor (including under the Second First-Lien Documents and the Second-Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

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

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Agent and the nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. . (b) The Second Lien Agent agreesAgent, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage acknowledges and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseagrees that, except as otherwise provided for the representations and warranties set forth in this Intercreditor Agreement. Neither First Article VIII, neither the Priority Lien Agent nor any of the other First Priority Lien Secured Parties shall have Party has made any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First . (c) The Priority Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Priority Lien Secured Parties will be entitled shall have no express or implied duty to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Second Lien Secured Parties have in Party, and the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any no express or implied duty to First the Priority Lien Agent or any of the other First Priority Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document and any Grantor Second Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (d) The Second Lien Agent, for itself and on behalf of each other Second Lien 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations.

No Warranties or Liability. (a) Second Each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesParties represented by it, acknowledges and agrees that no Second Lien Representative or other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Secured Parties will be entitled to manage and supervise their respective extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each Second Lien Representative and each Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties represented by it, acknowledges and agrees that no First Lien Agent and the Representative or other First Lien Secured Parties have Party has made no 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 Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agreesExcept as otherwise provided herein, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Representatives, the Second Lien Collateral Agents and the other Second Lien Secured Parties shall have no duty to the First Lien Representatives, the First Lien Collateral Agents or any of the other First Lien Secured Parties, and the First Lien Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that the Second Lien Agent Representatives, the Second Lien Collateral Agents or any of the other Second Lien Secured Parties have in the Collateral or otherwiseParties, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Term Loan Agent, for itself and on behalf of the other Second First Lien Term Loan Secured Parties, acknowledges and agrees that each of First Lien the Revolving Loan Agent and the other First Lien Revolving Loan Secured Parties and the Incremental Term Loan Agent and the other Incremental Term Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Revolving Loan Documents or the Incremental Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second The First Lien Agent agreesTerm Loan Agent, for itself and on behalf of the other Second First Lien Term Loan Secured Parties, agrees that the First Lien Revolving Loan Secured Parties and the Incremental Term Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Revolving Loan Documents and the Incremental Term Loan Documents, as applicable, in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, and the Revolving Loan Secured Parties and the Incremental Term Loan Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that each of the First Lien Term Loan Agent, for itself and on behalf of the other First Lien Term Loan Secured Parties, have in the Collateral or otherwise, except as otherwise provided in this Agreement or the applicable Term Loan Documents. Neither the Revolving Loan Agent nor any of the other Revolving Loan Secured Parties nor the Incremental Term Loan Agent or the other Incremental Term Loan Secured Parties shall have any duty to any of the First Lien Term Loan Agent, for itself and on behalf of the other First Lien Term Loan Secured Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreement with any Grantor (including the Term Loan Documents), regardless of any knowledge thereof which they may have or with which they may be charged. (b) The Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties, acknowledges and agrees that each of the First Lien Term Loan Agent, for itself and on behalf of the other First Lien Term Loan Secured Parties, and Incremental Term Loan Agent, for itself and on behalf of the other Incremental Term Loan Secured Parties, have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Revolving Loan Agent agrees, for itself and on behalf of the other Revolving Loan Secured Parties, that the Term Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the respective Term Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, and the Term Loan Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Revolving Loan Agent or any of the other Revolving Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Agreement. Neither the First Lien Term Loan Agent, for itself and on behalf of the other First Lien Term Loan Secured Parties, nor the Incremental Term Loan Agent, for itself and on behalf of the other Incremental Term Loan Secured Parties, shall have any duty to the Revolving Loan Agent or any of the other Revolving Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreement with any Grantor (including the Revolving Loan Documents), regardless of any knowledge thereof which they may have or with which they may be charged. (c) The Incremental Term Loan Agent, for itself and on behalf of the other Incremental Term Loan Secured Parties, acknowledges and agrees that each of the First Lien Term Loan Agent, for itself and on behalf of the other First Lien Term Loan Secured Parties, and the Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties, have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Incremental Term Loan Documents or the Revolving Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Incremental Term Loan Agent agrees, for itself and on behalf of the other Incremental Term Loan Secured Parties, that the First Lien Term Loan Secured Parties and the Revolving Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the respective First Lien Term Loan Documents or Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Term Loan Secured Parties and the Revolving Loan Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Incremental Term Loan Agent or any of the other Second Lien Incremental Term Loan Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor AgreementAgreement or the applicable Term Loan Documents. Neither the First Lien Agent Term Loan Agent, for itself and on behalf of the First Lien Term Loan Secured Parties, nor any the Revolving Loan Agent, for itself and on behalf of the other First Lien Revolving Loan Secured Parties Parties, shall have any duty to Second Lien the Incremental Term Loan Agent or any of the other Second Lien Incremental Term Loan Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents)Grantor, regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged withcharged.

No Warranties or Liability. (a) Each Second Lien Security Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, acknowledges and agrees that each of the First Lien Agent Security Agents and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The First Lien Security Agents and the First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that the Second Lien Agent Security Agents or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Grantor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) . Each First Lien Security Agent, for itself and on behalf of itself and the other First Lien Secured Parties, acknowledges and agrees that the Second Lien Agent Security Agents and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agreesSubject to the provisions hereof, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, Security Agents and the Second Lien Secured Parties may manage their loans and notes without regard shall have no duty to any rights or interests that the First Lien Agent Security Agents or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Grantor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First Lien Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Administrative Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that each of that, except for the representations and warranties set forth in Article VIII, neither the First Lien Administrative Agent and the nor any other First Lien Secured Parties have Party has made no 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 Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Administrative Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Administrative Agent nor or any of other First Lien Secured Party, and the First Lien Administrative Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Administrative Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a any manner, including without limitation any manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsLoan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (b) . The Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no First Lien Secured Party shall have any liability to the Second Lien Administrative Agent or any other Second Lien Secured Party, and hereby waives any claim against any First Lien Secured Party, arising out of any and all actions which the First Lien Administrative Agent or the other First Lien Secured Parties may take or permit or omit to take in a manner consistent with this Agreement with respect to (i) the First Lien Loan Documents, (ii) the collection of the First Lien Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any Collateral. The First Lien Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that no Second Lien Secured Party shall have any liability to the First Lien Administrative Agent or any other First Lien Secured Party, and hereby waives any claim against any Second Lien Secured Party, arising out of any and all actions which the Second Lien Administrative Agent or the other Second Lien Secured Parties have made no express may take or implied representation permit or warranty, including omit to take in a manner consistent with this Agreement with respect to the 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. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that (i) the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under Loan Documents, (ii) the collection of the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and Obligations or (iii) the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results inmaintenance of, the occurrence preservation of, the foreclosure upon or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless Disposition of any knowledge thereof which they may have or be charged withCollateral.

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

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of itself and the other Second First Lien Secured Parties, acknowledges and agrees that each of First the Second Lien Collateral Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Subject to the limitations appearing herein, the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that the First Lien Collateral Agent and the First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Secured Parties shall have no duty to the First Lien Collateral Agent or any of the First Lien Secured Parties, and the First Lien Collateral Agent and the First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that the Second Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseParties, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor Guarantor (including the First Lien Loan Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Lien The Revolver Agent, for itself and on behalf of the other Second Lien Revolver Secured Parties, acknowledges and agrees that each of First Lien Agent that, except for the representations and warranties set forth in Article X, neither the FLLO Agents nor any other First Lien FLLO Secured Parties have Party has made no 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 FLLO Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Each FLLO Agent, for itself and on behalf of the other First Lien FLLO Secured Parties, acknowledges and agrees that Second Lien that, except for the representations and warranties set forth in Article X, neither the Revolver Agent and the nor any other Second Lien Revolver Secured Parties have Party has made no 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 Revolver Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien . (c) The Revolver Agent and the other Second Lien Revolver Secured Parties shall not have any no express or implied duty to First Lien the FLLO Agents or any other FLLO Secured Party and the FLLO Agents and the other FLLO Secured Parties shall have no express or implied duty to the Revolver Agent or any of the other First Lien Revolver Secured Parties Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Revolver Document and any Grantor FLLO Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (d) Each FLLO Agent, for itself and on behalf of each other FLLO Secured Party hereby waives any claim that may be had against the Collateral Trustee, the Revolver Agent or any other Revolver Secured Party arising out of any actions which the Collateral Trustee, the Revolver Agent or such Revolver Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Shared Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any Shared Collateral, and actions with respect to the collection of any claim for all or only part of the Revolver Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Revolver Documents and the transactions contemplated hereunder and thereunder or the valuation, use, protection or release of any security for such Revolver Obligations.

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of itself and the other Second First Lien Secured Parties, acknowledges and agrees that each of First neither the Second Lien Collateral Agent and the nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agreesSecured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Loan Documents in accordance with law and as they may otherwise, for itself and in their sole discretion, deem appropriate. The Second Lien Collateral Agent, on behalf of itself and the other Second Lien Obligations, acknowledges and agrees that neither the First Lien Collateral Agent nor any other First Lien Secured PartiesParty has made any express or implied representation or warranty, that including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the other Second Lien Secured Parties shall have no express or implied duty to the First Lien Collateral Agent or any of the other First Lien Secured Parties, and the First Lien Collateral Agent and the other First Lien 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 Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseParties, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower, any other Grantor or any Guarantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

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

No Warranties or Liability. (a) Second The First Lien AgentSecured Party, for itself and on behalf of itself and the other Second First Lien Secured PartiesClaimholders under the First Lien Lease/Purchase Facilities Documents, acknowledges and agrees that each of First the Second Lien Agent Secured Party and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Commodities Purchase Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Commodities Purchase Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Secured Party, on behalf of itself and the Second Lien Claimholders, acknowledges and agrees that the First Lien Secured Party and the First 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 First Lien Lease/Purchase Facilities Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Lease/Purchase Facilities Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Secured Party and the Second Lien Claimholders shall have no duty to the First Lien Secured Party or any of the First Lien Claimholders, and the First Lien Secured Parties may manage their loans Party and extensions of credit without regard the First Lien Claimholders shall have no duty to any rights or interests that the Second Lien Agent Secured Party or any of the other Second Lien Secured Parties have in the Collateral or otherwiseClaimholders, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Tensar or any other Grantor (including the First Lien Lease/Purchase Facilities Documents and the Second Lien Commodities Purchase Facility Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesClaimholders, acknowledges and agrees that each of First the Second Lien Agent and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Transaction Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans interests and extensions of credit under the First Second Lien Transaction Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that . The Second Lien Agent or any Agent, on behalf of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including itself and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, acknowledges and agrees that Second the First Lien Agent and the other Second First Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Transaction Documents or Second Lien Transaction Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans interests and notes extensions of credit under the Second First Lien Transaction Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The Second Lien Agent and the Second Lien Secured Parties may manage their loans and notes without regard Claimholders shall have no duty to any rights or interests that the First Lien Agent or any of the other First Lien Secured Parties have in Claimholders, and the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second First Lien Agent and the other Second First Lien Secured Parties Claimholders shall not have any no duty to First the Second Lien Agent or any of the other First Second Lien Secured Parties Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an Amortization Event or Potential Amortization Event under the First Lien Transaction Documents or the Second Lien Transaction Documents or a termination event, event of default or default event of similar import under any agreements with any Grantor (including the First Lien Documents)Seller, regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Administrative Agent, for itself and on behalf of the other Second First Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Section 8, neither the Second Lien Administrative Agent and the nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agreesAdministrative Agent, for itself and on behalf of the other Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Section 8, neither the First Lien Administrative Agent nor any other First Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and extensions the execution, validity, legality, completeness, collectibility or enforceability of credit under any of the First Lien Documents in accordance with law and as they may otherwiseLoan Documents, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions ownership of credit without regard to any rights Collateral or interests that the perfection or priority of any Liens thereon. (b) The Second Lien Administrative Agent or any of and the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Administrative Agent nor or any of other First Lien Secured Party, and the First Lien Administrative Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Administrative Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsLoan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Agent, for itself and Collateral Agent (on behalf of itself and the other Second First Lien Secured Parties, Claimholders) acknowledges and agrees that each of First the Second Lien Collateral Agent and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. (b) The Second Lien Collateral Agent (on behalf of itself and the Second Lien Claimholders), acknowledges and agrees that the First Lien Collateral Agent and the First 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 First Lien Loan 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 under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. (c) The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Claimholders, and the First Lien Secured Parties may manage their loans Collateral Agent and extensions of credit without regard the First Lien Claimholders shall have no duty to any rights or interests that the Second Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseClaimholders, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesClaimholders, acknowledges and agrees that each of First Lien Agent the Trustee and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Claimholders will be entitled to manage and supervise their respective rights and obligations under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, but subject in all respects to this Agreement. The Trustee, on behalf of itself and the Second Lien Claimholders, acknowledges and agrees that each of the First Lien Agent and the First 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 First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agreesExcept as may be specifically set forth in this Agreement, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans rights and extensions of credit obligations under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit appropriate (including without regard to any the rights or and interests that of the Second Lien Claimholders). The Trustee and the Second Lien Claimholders shall have no duty to the First Lien Agent or any of the other Second First Lien Secured Parties have in Claimholders, and the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of and the other First Lien Secured Parties Claimholders shall have any no duty to Second Lien Agent the Trustee or any of the other Second Lien Secured Parties Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor Obligor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Administrative Agent, for itself and on behalf of itself and the other First Lien Secured Parties under the First Lien Loan Documents, acknowledges and agrees that each of the Second Lien Collateral Agent and the Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents or the Additional Parity Lien Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Note Documents and the Additional Parity Lien Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of First Lien Agent and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agreesExcept as otherwise provided herein, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Secured Parties shall have no duty to the First Lien Administrative Agent or any of the First Lien Secured Parties, and the First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that the Second Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Loan Documents, the Second Lien Note Documents and the Additional Parity Lien Facility Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesParties represented by it, acknowledges and agrees that each no Second Lien Representative or other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Secured Parties will be entitled to manage and supervise their respective extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. (b) The Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties represented by it, acknowledges and agrees that no First Lien Agent and the Representative or other First Lien Secured Parties have Party has made no 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 Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees. (c) No Representative, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent any other Representatives, the Agents or any of the other Second Lien Secured Parties Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Agent and the Collateral Trustee nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agreesCollateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage acknowledges and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseagrees that, except as otherwise provided for the representations and warranties set forth in this Intercreditor Agreement. Neither First Article VIII, neither the Priority Lien Agent nor any of the other First Priority Lien Secured Parties shall have Party has made any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the . (a) The Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent Trustee and the other Second Lien Secured Parties shall not have any no express or implied duty to First the Priority Lien Agent or any of other Priority Lien Secured Party, and the Priority Lien Agent and the other First Priority Lien Secured Parties shall have no express or implied duty to the Second Lien Collateral Trustee or any other Second Lien Secured Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document and any Grantor Second Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (b) The Second Lien Collateral Trustee, for itself and on behalf each other Second Lien 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations in accordance with this Agreement and the Priority Lien Documents.

No Warranties or Liability. (a) Second The First Lien Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesCreditors under the First Lien Documents, acknowledges and agrees that each of First the Second Lien Collateral Agent and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, acknowledges and agrees that each of the First Lien Agent and the First Lien 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 Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The First Lien Agent and the First Lien Secured Parties may manage their loans and extensions of credit without regard Creditors shall have no duty to any rights or interests that the Second Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseClaimholders, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company, the Parent or any other Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article IX, (i) neither the Second Lien Agent and the Collateral Trustee nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second thereon and (ii) neither the Third Lien Agent agrees, for itself and on behalf of the Collateral Trustee nor any other Second Third Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to Party has made any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First . (b) The Second Lien Agent agreesCollateral Trustee, for itself and on behalf of the other First Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article IX, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (c) The Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article IX, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Second Lien Collateral Trustee nor any other Second Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and notes under the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents in accordance with law Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. (d) The Priority Lien Agent and as they may otherwise, in their sole discretion, deem appropriate, and the other Priority Lien Secured Parties shall have no express or implied duty to the Second Lien Collateral Trustee, any other Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Party, the Third Lien Agent Collateral Trustee or any of the other First Third Lien Secured Parties have in Party, the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent Collateral Trustee and the other Second Lien Secured Parties shall not have any no express or implied duty to First the Priority Lien Agent Agent, any other Priority Lien Secured Party, the Third Lien Collateral Trustee or any of the other First Third Lien Secured Parties Party, and the Third Lien Collateral Trustee shall have no express or implied duty to the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document, any Grantor Second Lien Document and any Third Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (e) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations. The Third Lien Collateral Trustee, for itself and on behalf each other Third Lien Secured Party, hereby waives any claim that may be had against the Second Lien Collateral Trustee or any other Second Lien Secured Party arising out of any actions which the Second Lien Collateral Trustee or such Second Lien Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Second Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Second Lien Documents or the valuation, use, protection or release of any security for such Second Lien Obligations.

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of the other Second First Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent and the nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Agent agreesSecured Parties will be entitled to manage and supervise their loans and extensions of credit. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, that acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Parties will be entitled Party has made any express or implied representation or warranty, including with respect to manage and supervise their respective loans and extensions the execution, validity, legality, completeness, collectibility or enforceability of credit under any of the First Lien Documents in accordance with law and as they may otherwiseLoan Documents, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions ownership of credit without regard to any rights Collateral or interests that the perfection or priority of any Liens thereon. (b) The Second Lien Collateral Agent or any of and the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Collateral Agent nor or any of other First Lien Secured Party, and the First Lien Collateral Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Collateral Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsLoan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) First The Second Lien Collateral Agent, for itself and on behalf of the other First Second Lien Secured Parties, acknowledges and agrees that no First Lien Secured Party shall have any liability to the Second Lien Collateral Agent and the or any other Second Lien Secured Parties have made no express or implied representation or warrantyParty, including with respect to the executionand hereby waives any claim against any First Lien Secured Party, validity, legality, completeness, collectability or enforceability arising out of any of and all actions which the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral may take or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty permit or omit to First Lien Agent or any of the other First Lien Secured Parties take with respect to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including i) the First Lien DocumentsLoan Documents (other than this Agreement), regardless (ii) the collection of the First Lien Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any knowledge thereof which they may have or be charged withCollateral.

No Warranties or Liability. (a) No First Lien Secured Party has made, nor shall have been deemed to have made, any express or implied representation or warranty upon which the Second Lien Agent, for itself and on behalf any of the other Second Lien Secured Parties, acknowledges and agrees that each any Permitted Third Lien Representative, or any of First Lien Agent and the other First Permitted Third Lien Secured Parties have made no express may rely or implied representation or warrantyotherwise, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties they may manage their loans and extensions of credit without regard to any rights or interests that the Second Lien Agent or Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties may have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other No First Lien Secured Parties Party shall have any duty to the Second Lien Agent Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Second Permitted Third Lien Secured Parties to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor subsidiary thereof (including the Second Lien Documents), regardless of any knowledge thereof which that they may have or be charged with. (b) . Except as expressly set forth in this Agreement, none of any First Lien Agent, for itself and on behalf of the any other First Lien Secured PartiesParty, acknowledges and agrees that the Second Lien Agent and the or any other Second Lien Secured Parties have Party has otherwise made no to each other, nor does any of them hereby make to each other, any warranties, express or implied representation or warrantyimplied, including nor does any of them assume any liability to each other, in each case with respect to (a) the executionenforceability, validity, legality, completeness, collectability value or enforceability collectibility of any of the Second Lien Obligations, the First Lien DocumentsObligations, or any guarantee or security which may have been granted to any of them in connection with the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that Obligations or the Second Lien Secured Parties will be entitled Obligations, (b) the Company’s title to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard or right to any rights or interests that First Lien Agent or transfer any of the other First Lien Secured Parties have in the Collateral or otherwise, (c) any other matter except as otherwise provided expressly set forth in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Lien Each of the Revolving Facility Agent, for itself and on behalf of itself and the other Revolving Facility Secured Parties, and, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself and the other Second Lien Secured Parties, acknowledges and agrees that each of the First Lien Security Agent and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The First Lien Security Agent and the First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that Second Lien the Revolving Facility Agent or any of the other Revolving Facility Secured Parties, or, if any Additional Second Lien Secured Parties Obligations have in been issued, the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Security Agent or any of the other Second Lien Secured Parties Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor (including the First Lien Documents, the Second Lien Documents and the Revolving Facility Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the 1.5 Lien Agent and the nor any other First 1.5 Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First 1.5 Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First The 1.5 Lien Agent, for itself and on behalf of the other First 1.5 Lien Secured Parties, acknowledges and agrees that Second that, except for the representations and warranties set forth in Article VIII, neither the Priority Lien Agent and the nor any other Second Priority Lien Secured Parties have Party has made no 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 Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second . (c) The Priority Lien Agent and the other Second Priority Lien Secured Parties shall not have any no express or implied duty to First the 1.5 Lien Agent or any of other 1.5 Lien Secured Party and the 1.5 Lien Agent and the other First 1.5 Lien Secured Parties shall have no express or implied duty to the Priority Lien Agent or any other Priority Lien Secured Party, in each case to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document and any Grantor 1.5 Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (d) The 1.5 Lien Agent, for itself and on behalf of each other 1.5 Lien 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations.

No Warranties or Liability. (ai) Second Lien Each of the Revolving Facility Agent, for itself and on behalf of itself and the other Revolving Facility Secured Parties, and, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself and the other Second Lien Secured Parties, acknowledges and agrees that each of the First Lien Security Agent and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The First Lien Security Agent and the First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that Second Lien the Revolving Facility Agent or any of the other Revolving Facility Secured Parties, or, if any Additional Second Lien Secured Parties Obligations have in been issued, the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Security Agent or any of the other Second Lien Secured Parties Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor (including the First Lien Documents, the Second Lien Documents and the Revolving Facility Documents), regardless of any knowledge thereof which they may have or be charged with. (bii) First Lien Each of the Revolving Facility Agent, for itself and on behalf of itself and the other Revolving Facility Secured Parties, and the First Lien Security Agent, on behalf of itself and the other First Lien Secured Parties, acknowledges and agrees that that, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent and the other Second Lien Secured Parties will have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the The Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes extensions of credit under the their respective Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The Second Lien Security Agent and the Second Lien Secured Parties may manage their loans and notes without regard shall have no duty to the Revolving Facility Agent, any rights or interests that of the Revolving Facility Secured Parties, the First Lien Security Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor (including the First Lien Documents, the Second Lien Documents and the Revolving Facility Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesParties under the First Lien Financing Documents, acknowledges and agrees that each of First the Second Lien Collateral Agent and the other First Second Lien Secured Parties and the Third Lien Collateral Agent and the Third Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Financing Documents, the Third Lien Financing Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agreesExcept as otherwise provided herein, for itself and on behalf of the other Second Lien Secured Parties, that Parties and the First Third Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Financing Documents and the Third Lien Financing Documents, as applicable, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that . The Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of itself and the other First Second Lien Secured Parties, acknowledges and agrees that Second the First Lien Agent Secured Parties and the other Third Lien Secured Parties 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 Lien Financing Documents or the Third Lien Financing Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Secured Parties and the Third Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Financing Documents and the Third Lien Financing Documents, as applicable, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Third Lien Collateral Agent, on behalf of itself and the Third Lien Secured Parties, acknowledges and agrees that the First Lien Secured Parties and the Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Financing Documents or the Second Lien Financing Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agreesExcept as otherwise provided herein, for itself and on behalf of the other First Lien Secured Parties, that Parties and the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes extensions of credit under their respective First Lien Financing Documents and the Second Lien Documents Financing Documents, as applicable, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The Second Lien Collateral Agent and the Second Lien Secured Parties may manage their loans and notes without regard shall have no duty to any rights or interests that the First Lien Collateral Agent or any of the other First Lien Secured Parties have in or to the Third Lien Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other Third Lien Secured Parties, the First Lien Secured Parties shall have no duty to the Second Lien Collateral Agent or any of the Second Lien Secured Parties, and the Third Lien Collateral Agent and the Third Lien Secured Parties shall have no duty to the First Lien Collateral Agent or any of the First Lien Secured Parties or the Second Lien Collateral Agent or any of the Second Lien Secured Parties, in each case, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Financing Documents, the Second Lien Financing Documents or the Third Lien Financing Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that each of First Lien Agent and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that each of Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither Second Lien Agent and nor any of the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Lien AgentEach Second-Priority Representative, for itself and on behalf of the other Second Lien itself and each applicable Second-Priority Secured PartiesParty, acknowledges and agrees that each of First Lien Agent and neither the other First Lien Designated First-Priority Representative nor any First-Priority Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien First-Priority Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien The First-Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien First-Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien First-Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent any Second-Priority Representative or any of the other Second Lien Second-Priority Secured Parties have in the Common Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent the Designated First-Priority Representative nor any of the other First Lien First-Priority Secured Parties Party shall have any duty to Second Lien Agent any Second-Priority Representative or any of the other Second Lien Second-Priority Secured Parties Party to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Parent, CSL Capital, any other Grantor or any subsidiaries thereof (including the Second Lien Second-Priority Documents), regardless of any knowledge thereof which that they may have or be charged with. (b) First Lien Agent. Except as expressly set forth in this Agreement, for itself and on behalf of the other First Lien Designated First-Priority Representative, the First-Priority Secured Parties, acknowledges and agrees that Second Lien Agent the Second-Priority Representatives and the other Second Lien Second-Priority Secured Parties have not otherwise made no to each other, nor do they hereby make to each other, any warranties, express or implied representation or warrantyimplied, including nor do they assume any liability to each other with respect to (a) the executionenforceability, validity, legality, completeness, collectability value or enforceability collectibility of any of the First Lien DocumentsSecond-Priority Obligations, the ownership of First-Priority Obligations or any Collateral guarantee or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they security which may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard have been granted to any rights of them in connection therewith, (b) Parent’s, CSL Capital’s or interests that First Lien Agent any other Grantor’s title to or right to transfer any of the other First Lien Secured Parties have in the Common Collateral or otherwise, (c) any other matter except as otherwise provided expressly set forth in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.32

No Warranties or Liability. (a) Second Lien The Collateral Agent, for itself and on behalf of the other Second Lien Noteholder Secured Parties, acknowledges and agrees that each of First Lien the ABL Agent and the other First Lien ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien ABL Documents, the ownership of any ABL Collateral or the perfection or priority of any Liens thereon. Second Lien The Collateral Agent agrees, for itself and on behalf of the other Second Lien Noteholder Secured Parties, that the First Lien ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien ABL Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien the Collateral Agent or any of the other Second Lien Noteholder Secured Parties have in the ABL Collateral or otherwise, in each case except as otherwise provided in this Intercreditor Agreement. The ABL Agent, for itself and on behalf of the ABL Secured Parties, acknowledges and agrees that neither the Collateral Agent nor any other Noteholder 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 Noteholder Documents, the ownership of any ABL Collateral or the perfection of priority of any Liens thereon. The ABL Agent agrees, for itself and on behalf of the other ABL Secured Parties, that the Collateral Agent and the Noteholder Secured Parties will be entitled to manage the Noteholder Debt under the Noteholder Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Collateral Agent and the Noteholder Secured Parties may manage their Noteholder Debt without regard to any rights or interests that the ABL Agent or any of the other ABL Secured Parties have in the ABL Collateral or otherwise, in each case except as otherwise provided in this Intercreditor Agreement. Neither First Lien the ABL Agent nor any of the other First Lien ABL Secured Parties shall have any duty to Second Lien the Collateral Agent or any of the other Second Lien Noteholder Secured Parties, and neither the Collateral Agent or any of the other Noteholder Secured Parties shall have any duty to the ABL Agent or any of the ABL Secured Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor Borrower (including the Second Lien Noteholder Documents or any ABL Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured Parties under the First Lien Loan Documents, acknowledges and agrees that the Second Lien Creditor and the Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit (as applicable) under the applicable Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Creditor, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that each of the First Lien Collateral Agent and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agreesExcept as otherwise provided herein, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Creditor and the Second Lien Secured Parties shall have no duty to the First Lien Collateral Agent or any of the First Lien Secured Parties, and the First Lien Collateral Agent and the First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that the Second Lien Agent Creditor or any of the other Second Lien Secured Parties have in the Collateral or otherwiseParties, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Agent, for itself and Collateral Agent (on behalf of the other First Lien Secured Parties), the First Lien Administrative Agent (on behalf of itself and each First Lien Lender Party) and each First Lien Commodity Hedge Counterparty acknowledge and agree that none of the Second Lien Collateral Agent or the Second Lien Secured Parties, acknowledges and agrees that each of First Lien Agent and the other First Lien Secured Parties have has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the First Lien Secured Parties will be entitled to (b) Except as otherwise provided herein, the Second Lien Collateral Agent (on behalf of itself and the Second Lien Secured Parties) and each Second Lien Commodity Hedge Counterparty acknowledge and agree that none of the First Lien Collateral Agent, the First Lien Administrative Agent or the First Lien Secured Parties has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Documents in accordance with law and as they it may otherwise, in their its sole discretion, deem appropriate, and . (c) None of the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties Party shall have any duty to Second the First Lien Collateral Agent, the First Lien Administrative Agent or any First Lien Secured Party, and none of the other First Lien Collateral Agent, the First Lien Administrative Agent or any First Lien Secured Party shall have any duty to the Second Lien Collateral Agent or any Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Grantor other Guarantor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that each of that, except for the representations and warranties set forth in Article VIII, neither the First Lien Agent and the nor any other First Lien Secured Parties have Party has made no 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 Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. . (b) The Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor or any of other First Lien Secured Party, and the First Lien Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsLoan Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) First The Second Lien Agent, for itself and on behalf of the other First Second Lien Secured Parties, acknowledges and agrees that no First Lien Secured Party shall have any liability to the Second Lien Agent and the or any other Second Lien Secured Parties have made no express or implied representation or warrantyParty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of and hereby waives any of the First Lien Documents, the ownership of claim against any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured PartiesParty, that arising out of any and all actions which the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral may take or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty permit or omit to First Lien Agent or any of the other First Lien Secured Parties take with respect to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including i) the First Lien DocumentsLoan Documents (other than this Agreement), regardless (ii) the collection of the First Lien Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any knowledge thereof which they may have or be charged withCollateral.

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

No Warranties or Liability. (a) Second The First Lien Administrative Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesClaimholders under its First Lien Credit Documents, acknowledges acknowledge and agrees agree that each of First the Second Lien Collateral Agent and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, acknowledges and agrees that the First Lien Administrative Agent and the First 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 First Lien Credit 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 under their respective First Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Administrative Agent or any of the First Lien Claimholders, and the First Lien Secured Parties may manage their loans Administrative Agent and extensions of credit without regard the First Lien Claimholders shall have no duty to any rights or interests that the Second Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseClaimholders, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor Borrower or Guarantor (including the First Lien Credit Documents and the Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. Each of (ax) Second the First-Lien Collateral Agent, for itself and on behalf of itself and the other Second First-Lien Secured PartiesCreditors under its First-Lien Credit Documents, acknowledges and agrees (y) the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors under its Third-Lien Credit Documents, acknowledge and agree that each of First the Second-Lien Collateral Agent and the other First Second-Lien Secured Parties Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second-Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of (x) the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors under its Second-Lien Credit Documents, and (y) the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors under its Third-Lien Credit Documents, acknowledge and agree that each of the First-Lien Collateral Agent and the First-Lien 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-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second The First-Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the First their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of (x) the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under its First-Lien Credit Documents, and (y) the First Second-Lien Secured Parties may Collateral Agent, on behalf of itself and the Second-Lien Creditors under its Second-Lien Credit Documents, acknowledge and agree that each of the Third-Lien Collateral Agent and the Third-Lien 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 Third-Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Third-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit without regard under the Third-Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent, the Second-Lien Creditors, the Third-Lien Collateral Agent and the Third-Lien Creditors shall have no duty to any rights or interests that Second the First-Lien Collateral Agent or any of the other Second First-Lien Secured Parties have in the Collateral or otherwiseCreditors, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Grantor Subsidiary Guarantor (including the Second First-Lien Credit Documents, the Second-Lien Note Documents and the Third-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First . The First-Lien Collateral Agent, for itself and on behalf of the other First First-Lien Secured PartiesCreditors, acknowledges and agrees that Second the Third-Lien Collateral Agent and the other Second Third-Lien Secured Parties Creditors shall have made no express or implied representation or warranty, including with respect duty to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Second-Lien Secured Parties have in the Collateral or otherwiseCreditors, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Grantor Subsidiary Guarantor (including the First First-Lien Credit Documents, the Second-Lien Note Documents and the Third-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with. The First-Lien Collateral Agent, the First-Lien Creditors, the Second-Lien Collateral Agent and the Second-Lien Creditors shall have no duty to the Third-Lien Collateral Agent or any of the Third-Lien Creditors, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Subsidiary Guarantor (including the First-Lien Credit Documents, the Second-Lien Note Documents and the Third-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Agent, for itself and on behalf of itself and the other Second First Lien Secured PartiesClaimholders under its First Lien Documents, acknowledges and agrees that each of First the Second Lien Agent and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the Second Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, and consistent with the First Lien Secured Parties may manage their loans and extensions terms of credit without regard to any rights or interests that this Agreement. The Second Lien Agent or any Agent, on behalf of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including itself and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, acknowledges and agrees that Second the First Lien Agent and the other Second First Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the Second Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and notes extensions of credit under the Second their respective First Lien Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, consistent with the terms of this Agreement. The Second Lien Agent and the Second Lien Secured Parties may manage their loans and notes without regard Claimholders shall have no duty to any rights or interests that the First Lien Agent or any of the other First Lien Secured Parties have in Claimholders, and the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second First Lien Agent and the other Second First Lien Secured Parties Claimholders shall not have any no duty to First the Second Lien Agent or any of the other First Second Lien Secured Parties Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.. If the First Lien Agent or any First Lien Claimholder shall honor or fail to honor a request by any Grantor for a loan, advance or other financial accommodation under the First Lien Documents, whether or not the First Lien Agent or any First Lien Claimholder has knowledge that the honoring or dishonoring of such request would result in an event of default, or act, condition or event which with notice or passage of time or both would constitute an event of default, under the Second Lien Documents, the First Lien Agent and the other First Lien Claimholders shall not have any liability whatsoever to the Second Lien Agent or the other Second Lien Claimholders as a result thereof and, without limiting the generality of the foregoing, the Second Lien Agent and the Second Lien Claimholders agree that the First Lien Agent and the First Lien Claimholders shall not have any liability for tortious interference with contractual relations or for inducement to breach any contract of the Second Lien Agent and the other Second Lien Claimholders, but without prejudice to the express rights of the Second Lien Agent and the Second Lien Claimholders under this Agreement. If the Second Lien Agent shall honor or fail to honor a request by any Debtor for a loan, advance or other financial accommodation under Second Lien Documents, whether or not the Second Lien Agent has knowledge that the honoring or dishonoring of such request would result in an event of default, or act, condition or event which with notice or passage of time or both would constitute an event of default, under the First Lien Documents, the Second Lien Agent and the other Second Lien Claimholders shall not have any liability whatsoever to the First Lien Agent and the other First Lien Claimholders as a result of thereof and, without limiting the generality of the foregoing, the First Lien Agent and the First Lien Claimholders agree that the Second Lien Agent and the Second Lien Claimholders shall not have any liability for tortious interference with contractual relations or for inducement to breach any contract of the First Lien Agent and the other First Lien Claimholders, but without prejudice to the express rights of the First Lien Agent and the First Lien Claimholders under this Agreement..

No Warranties or Liability. (a) The First Lien Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that each of that, except for the representations and warranties set forth in Article VIII, neither the First Lien Administrative Agent and the nor any other First Lien Secured Parties have Party has made no 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 Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. . (b) The Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties shall have in no express or implied duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Administrative Agent nor or any of other First Lien Secured Party, and the First Lien Administrative Agent and the other First Lien Secured Parties shall have any no express or implied duty to the Second Lien Collateral Agent or any of the other Second Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with First Lien Loan Document and any Grantor (including the Second Lien DocumentsNote Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (bc) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that no First Lien Secured Party shall have any liability to the Second Lien Collateral Agent or any other Second Lien Secured Party, and hereby waives any claim against any First Lien Secured Party, arising out of any and all actions which the First Lien Administrative Agent or the other First Lien Secured Parties may take or permit or omit to take with respect to (i) the First Lien Loan Documents (other than this Agreement), (ii) the collection of the First Lien Obligations in accordance with this Agreement or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any Collateral in accordance with this Agreement. The First Lien Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that no Second Lien Secured Party shall have any liability to the First Lien Administrative Agent or any other First Lien Secured Party, and hereby waives any claim against any Second Lien Secured Party, arising out of any and all actions which the Second Lien Collateral Agent or the other Second Lien Secured Parties have made no express may take or implied representation permit or warranty, including omit to take with respect to (i) the executionSecond Lien Note Documents (other than this Agreement), validity, legality, completeness, collectability or enforceability of any (ii) the collection of the First Second Lien DocumentsObligations in accordance with this Agreement or (iii) the maintenance of, the ownership preservation of, the foreclosure upon or the Disposition of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The First Lien Collateral Agent, for itself and on behalf of itself and the other Second First Lien Secured Parties, acknowledges and agrees that each of First the Second Lien Collateral Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Subject to the limitations appearing herein, the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, acknowledges and agrees that the First Lien Collateral Agent and the First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Secured Parties shall have no duty to the First Lien Collateral Agent or any of the First Lien Secured Parties, and the First Lien Collateral Agent and the First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that the Second Lien Collateral Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseParties, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary Grantor (including the First Lien Loan Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent or any of the other First Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second First Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, Agent acknowledges and agrees that each of First Second Lien Agent Agent, each Permitted Additional Second Lien Obligations Representative, and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility, or enforceability of any of the First Second Lien Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans notes and extensions of credit under the First Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that . Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second First Lien Agent and the other Second First Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectability, or enforceability of any of the First Lien Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and notes extensions of credit under the Second their respective First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent Agent, the Permitted Additional Second Lien Obligations Representatives, and the other Second Lien Secured Parties Claimholders shall not have any no duty to First Lien Agent or any of other First Lien Claimholder, and First Lien Agent and the other First Lien Secured Parties Claimholders shall have no duty to Second Lien Agent, any Permitted Additional Second Lien Obligations Representative, or any other Second Lien Claimholder, to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Agent and the nor any other First Second Lien Secured Parties have Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. . (b) The Second Lien Agent agreesAgent, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage acknowledges and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseagrees that, except as otherwise provided for the representations and warranties set forth in this Intercreditor Agreement. Neither First Article VIII, neither the Priority Lien Agent nor any of the other First Priority Lien Secured Parties shall have Party has made any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First . (c) The Priority Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Priority Lien Secured Parties will be entitled shall have no express or implied duty to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Second Lien Secured Parties have in Party, and the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any no express or implied duty to First the Priority Lien Agent or Agent, any of the other First Priority Lien Secured Parties Party, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document and any Grantor Second Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (d) The Second Lien Agent, for itself and on behalf of each other Second Lien 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations.

No Warranties or Liability. (a) Second The Priority Lien Agent, for itself and on behalf of the other Second Priority Lien Secured Parties, acknowledges and agrees that each of First Lien Agent that, except for the representations and the other First Lien Secured Parties have warranties set forth in Article VIII, EXXI has not made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself EXXI acknowledges and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwiseagrees that, except as otherwise provided for the representations and warranties set forth in this Intercreditor Agreement. Neither First Article VIII, neither the Priority Lien Agent nor any of the other First Priority Lien Secured Parties shall have Party has made any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and notes under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Secured Parties may manage their loans and notes without regard to any rights or interests that First Lien Agent or any of the other First Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second . (b) The Priority Lien Agent and the other Second Priority Lien Secured Parties shall not have any no express or implied duty to First EXXI and EXXI shall have no express or implied duty to the Priority Lien Agent or any of the other First Priority Lien Secured Parties Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of a default or an event of default or default under any agreements with Priority Lien Document or any Grantor Second Lien Document (including the First Lien Documentsother than, in each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (c) EXXI 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 the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or 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 Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations.

No Warranties or Liability. (a) Second The First Lien AgentAgents, for itself and on behalf of themselves and the other Second First Lien Secured PartiesClaimholders under the First Lien Loan Documents, acknowledges acknowledge and agrees agree that each of First the Second Lien Agent Agents and the other First Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Second Lien Loan Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Agents, on behalf of themselves and the Second Lien Claimholders, acknowledge and agree that the First Lien Agents and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with. (b) First Lien Agent, for itself and on behalf of the other First Lien Secured Parties, acknowledges and agrees that Second Lien Agent and the other Second Lien Secured Parties Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability collectibility or enforceability of any of the First Lien Loan Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Agent agrees, for itself and on behalf of the other First Lien Secured Parties, that the Second Lien Secured Parties Claimholders will be entitled to manage and supervise their respective loans and notes extensions of credit under the Second their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The Second Lien Agents and the Second Lien Secured Parties may manage their loans and notes without regard Claimholders shall have no duty to any rights or interests that the First Lien Agent Agents or any of the other First Lien Secured Parties Claimholders, and the First Lien Agents and the First Lien Claimholders shall have in no duty to the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Second Lien Agent and the other Second Lien Secured Parties shall not have any duty to First Lien Agent Agents or any of the other First Second Lien Secured Parties Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event Event of default Default or default under any agreements with the Company or any Grantor other grantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with.