Common use of No Warranties or Liability Clause in Contracts

No Warranties or Liability. The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-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 Second-Lien Credit 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 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 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. The First-Lien Creditors 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 Collateral Agent and the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-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 Holdings, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-each other First Lien Creditors under the First-Lien DocumentsClaimholder, acknowledges and agrees that each none of the Second-Second Lien Collateral Agent and the Agents or any other Second-Second Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit 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 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 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-Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agents, each on behalf of itself and each other applicable Second Lien Claimholder, acknowledge and agree that none of the First Lien Collateral Agent or any other First 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 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 the First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agents and the other Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any other First Lien Claimholder, and the First Lien Collateral Agent and the other Second-First Lien Creditors Claimholders shall have no duty to the First-Second Lien Collateral Agent Agents or any of the other First-Second Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien CreditorsClaimholder, 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 Company or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Revolving Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsRevolving Secured Parties, acknowledges and agrees that each of the Second-Lien Term Collateral Agent and the other Second-Lien Creditors Term 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 Credit Term Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided herein, the Term Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Term Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Except as otherwise provided herein, the Term Collateral Agent, on behalf of itself and the Second-Lien CreditorsTerm Secured Parties, acknowledges and agrees that each of the First-Lien Revolving Collateral Agent and the First-Lien Creditors Revolving 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 Revolving Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the Revolving Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the applicable Revolving Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien None of the Term Collateral Agent and or the other Second-Lien Creditors Term Secured Parties shall have no any duty to the First-Lien Revolving Collateral Agent or any the Revolving Secured Parties, and none of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Revolving Collateral Agent or the Revolving Secured Parties shall have any of duty to any Term Collateral Agent or the other Second-Lien CreditorsTerm 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 Holdings, the Borrower Company or any other Grantor (including under the First-Lien any Revolving Documents and the Second-Lien Credit Term Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Each Senior Lien Representative and each Senior Lien Collateral Agent, on behalf of itself and the First-each other Senior Lien Creditors under the First-Lien DocumentsClaimholder represented by it, acknowledges and agrees that each of the Second-no Junior Lien Collateral Agent and the Representative or other Second-Junior Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Junior Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Junior Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Junior Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and the Second-each other Junior Lien CreditorsClaimholder represented by it, acknowledges and agrees that each of the First-no Senior Lien Collateral Agent and the First-Representative or other Senior Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the Senior Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Junior Lien Representatives, the Junior Lien Collateral Agent Agents and the other Second-Junior Lien Creditors Claimholders shall have no duty to the First-Senior Lien Representatives, the Senior Lien Collateral Agent Agents or any of the other First-Senior Lien CreditorsClaimholders, and the First-Senior Lien Representatives, the Senior Lien Collateral Agent Agents and the other First-Senior Lien Creditors Claimholders shall have no duty to the Second-Junior Lien Representative, the Junior Lien Collateral Agent Agents or any of the other Second-Junior Lien CreditorsClaimholders, 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 Company (including under the First-Senior Lien Documents and the Second-Junior Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, Agent acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-Second Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Second-Second Lien Credit Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Except as otherwise expressly provided herein, Second Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-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 Creditors, Agent acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First-First Lien Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The First-Except as otherwise expressly provided herein, First Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-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 other Second-Second Lien Creditors shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien Creditors, and the First-First Lien Collateral Agent and the other First-First Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Second Lien Creditors, 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 Holdings, the Borrower or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-its First Lien Credit Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise expressly provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsObligations, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise expressly provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 Company or any other Grantor Guarantor Subsidiary (including under the First-First Lien Credit Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Revolving Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother Revolving Claimholders, acknowledges and agrees that each of that, except as set forth in Sections 8 and 9.6(b), neither the Second-Lien Term Collateral Agent and the nor any other Second-Lien Creditors have Term Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the Second-Lien Credit Term Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise expressly provided herein, the Term Collateral Agent and the other Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Term Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Collateral Agent, on behalf of itself and the Second-Lien Creditorsother Term Claimholders, acknowledges and agrees that each of that, except as set forth in Sections 8 and 9.6(b), neither the First-Lien Revolving Collateral Agent and the First-Lien Creditors have nor any other Revolving Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the First-Lien Revolving Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise expressly provided herein, the Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the Revolving Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Except as expressly provided herein, the Term Collateral Agent and the other Second-Lien Creditors Term Claimholders shall have no duty to the First-Lien Revolving Collateral Agent or any of the other First-Lien CreditorsRevolving Claimholders, and the First-Lien Revolving Collateral Agent and the other First-Lien Creditors Revolving Claimholders shall have no duty to the Second-Lien Term Collateral Agent or any of and the other Second-Lien CreditorsTerm Claimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Revolving Loan Documents and the Second-Lien Credit Term Documents), regardless of any knowledge thereof which they may have or be charged with. The Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, acknowledges and agrees that the Term Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the Term Liens on any Collateral, and the Term Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection. The Term Collateral Agent, on behalf of itself and the other Term Claimholders, acknowledges and agrees that the Revolving Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the Revolving Liens on any Collateral, and the Revolving Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection.

No Warranties or Liability. The First-Lien Each Senior Representative and each Senior Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentseach other Senior Claimholder represented by it, acknowledges and agrees that each none of the Second-Third Lien Collateral Agent and Representative or the other Second-Third Lien Creditors have Claimholders has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Senior Loan Documents, the Third Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Third Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Third Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Third Lien Representative and the Third Lien Collateral Agent, on behalf of itself and the Second-each other Third Lien CreditorsClaimholder represented by it, acknowledges and agrees that each none of the First-Lien Collateral Agent and Senior Representatives or the First-Lien Creditors have other Senior Claimholders has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien Senior Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the Third Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the Third Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Third Lien Representative, the Third Lien Collateral Agent and the other Second-Third Lien Creditors Claimholders shall have no duty to the First-Senior Representatives, the Senior Collateral Agents or any of the other Senior Claimholders and the Senior Representatives, the Senior Collateral Agents or any of the other Senior Claimholders shall have no duty to the Third Lien Representative, the Third Lien Collateral Agent or any of the other First-Third Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-Lien Senior Loan Documents and the Second-Third Lien Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral ABL Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders, acknowledges and agrees that each none of the Second-Lien Collateral Term Agent, the Term Claimholders, the Junior Secured Notes Agent and the other Second-Lien Creditors Junior Secured Notes Claimholders have made no 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 Credit other Term Documents or the Junior Secured Notes Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Term Agent, the Term Claimholders, the Junior Secured Notes Agent and the Junior Secured Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Term Documents and the Junior Secured Notes Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Term Agent, on behalf of itself and the Second-Lien CreditorsTerm Claimholders, acknowledges and agrees that each none of the First-Lien Collateral ABL Agent, the ABL Claimholders, the Junior Secured Notes Agent and the First-Lien Creditors Junior Secured Notes Claimholders have made no 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 other ABL Loan Documents or the Junior Secured Notes Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided in this Agreement, the ABL Agent, the ABL Claimholders, the Junior Secured Notes Agent and the Junior Secured Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the ABL Loan Documents and the Junior Secured Notes Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Junior Secured Notes Agent, on behalf of the Junior Secured Notes Claimholders, acknowledges and agrees that none of the ABL Agent, the ABL Claimholders, the Term Agent and the Term Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Second-Lien Creditors ABL Loan Documents or the Term Documents, the ownership by any Grantor of any Collateral or the perfection of any Liens thereon. Except as otherwise provided in this Agreement, the ABL Agent, the ABL Claimholders, the Term Agent and the Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Loan Documents and the Term Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as expressly provided herein (i) the Term Agent and the Term Claimholders shall have no duty to the First-Lien Collateral ABL Agent, any of the ABL Claimholders, the Junior Secured Notes Agent or any of the Junior Secured Notes Claimholders, (ii) the ABL Agent and the other ABL Claimholders shall have no duty to the Term Agent, any of the other Term Claimholders, the Junior Secured Notes Agent or any of the other First-Lien Creditors, Junior Secured Notes Claimholders and (iii) the First-Lien Collateral Junior Secured Notes Agent and the other First-Lien Creditors Junior Secured Notes Claimholders shall have no duty to the Second-Lien Collateral ABL Agent, any of the ABL Claimholders, the Term Agent or any of the other Second-Lien CreditorsTerm Claimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien ABL Loan Documents, the Term Documents and the Second-Lien Credit Junior Secured Notes Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral ABL Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders, acknowledges and agrees that each of the Second-Collateral Trustee, the Priority Lien Collateral Agent Representatives and the other Second-Priority Lien Creditors 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 Second-Priority Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided in this Agreement, the Collateral Trustee, the Priority Lien Creditors Representatives and the Priority Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Priority Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Collateral Trustee, the Priority Lien Collateral Agent, on behalf of itself Representatives and the Second-Priority Lien Creditors, Claimholders each acknowledges and agrees that each of the First-Lien Collateral ABL Agent and the First-Lien Creditors ABL 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 ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the ABL Agent and the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Collateral Trustee, the Priority Lien Collateral Agent Representatives and the other Second-Priority Lien Creditors Claimholders shall have no duty to the First-Lien Collateral ABL Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien Collateral ABL Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-Collateral Trustee, the Priority Lien Collateral Agent Representatives or any of the other Second-Priority Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-Lien ABL Loan Documents and the Second-Priority Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Loan Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsObligations, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 U.S. Borrower or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit DocumentsLoan Documents but excluding, in each case, this Agreement with respect to each other), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Documents, acknowledges and agrees that each of the Second-Lien Subordinated Collateral Agent Trustee and the other Second-Subordinated Lien Creditors 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 Second-Subordinated Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Subordinated Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Subordinated Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Except as otherwise provided herein, the Subordinated Collateral AgentTrustee, on behalf of itself and the Second-Subordinated Lien CreditorsObligations, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Subordinated Collateral Agent Trustee and the other Second-Subordinated Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Lien Subordinated Collateral Agent Trustee or any of the other Second-Subordinated Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-First Lien Documents and the Second-Subordinated Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Loan Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Note Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Note Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsObligations, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Note Facility Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First-Lien Collateral AgentTrustee, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsNoteholders, acknowledges and agrees that each of the SecondFirst-Lien Collateral Agent and the other Second-Lien Creditors Senior Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Lien Credit Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. The SecondNone of the First-Lien Agent nor any Senior Lender shall have any duty to the Trustee, the Noteholder Collateral Agent or any of the Noteholders to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary thereof (including the Noteholder Documents), regardless of any knowledge thereof that they may have or be charged with. (b) The First-lien Agent, on behalf of itself and the Second-Lien CreditorsSenior Lenders, acknowledges and agrees that each of the First-Lien Collateral Agent Trustee and the First-Lien Creditors Noteholders 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 Noteholder Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Noteholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the Noteholder Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent and None of the other Second-Lien Creditors Trustee nor any Noteholder shall have no any duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, Senior Lenders 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 Holdings, the Borrower Company or any other Grantor Subsidiary thereof (including under the First-Lien Documents and the Second-Lien Credit Senior Lender Documents), regardless of any knowledge thereof which that they may have or be charged with. (c) The First-Lien Agent, the Senior Lenders, the Trustee, the Noteholder Collateral Agent and the Noteholders have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s, the Guarantors’ (as defined in the Indenture) or any Subsidiary’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. (a) The Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. None of the First-Lien Agent nor any Senior Lender shall have any duty to the Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any of the Noteholders to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary thereof (including the Parity Lien Documents), regardless of any knowledge thereof that they may have or be charged with. (b) The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsSenior Lenders, acknowledges and agrees that each of the Second-Parity Lien Collateral Agent Agent, the Trustee, any other agent, trustee or representative for Parity Lien Debt and the other Second-Lien Creditors Noteholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Parity Lien Credit Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Noteholders will be entitled to manage and supervise their respective loans and extensions of credit under the 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 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. The First-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Parity Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-None of the Parity Lien Collateral Agent and Agent, the Trustee, any other Second-agent, trustee or representative for Parity Lien Creditors Debt nor any Noteholder shall have no any duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, Senior Lenders 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 Holdings, the Borrower Company or any other Grantor Subsidiary thereof (including under the First-Lien Documents and the Second-Lien Credit Senior Lender Documents), regardless of any knowledge thereof which that they may have or be charged with. (c) The First-Lien Agent, the Senior Lenders, the Parity Lien Collateral Agent, the Trustee, any other agent, trustee or representative for Parity Lien Debt and the Noteholders have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectability of any of the Parity Lien Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s, the Guarantors’ (as defined in the Indenture) or any Subsidiary’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The First-Lien Collateral ABL Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders, acknowledges and agrees that each of the Second-First Lien Collateral Agent Agents and the other Second-First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-other First Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided in this Agreement, the First Lien Creditors Agents and the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-First Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Each First Lien Collateral Agent, on behalf of itself and the Second-their respective First Lien CreditorsClaimholders, acknowledges and agrees that each of the First-Lien Collateral ABL Agent and the First-Lien Creditors other ABL Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-First Lien Collateral Agent Agents and the other Second-First Lien Creditors Claimholders shall have no duty to the First-Lien Collateral ABL Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien Collateral ABL Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-First Lien Collateral Agent Agents or any of the other Second-First Lien CreditorsClaimholders, 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 First-Lien ABL Loan Documents and the Second-First Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-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 Second-Lien Credit Notes Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Subject to the terms of this Agreement, the Second-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit 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. The First-Lien Creditors 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 Collateral Agent and the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-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 Holdings, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Each ABL Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders represented by it, acknowledges and agrees that each of the Second-Lien Fixed Asset Collateral Agent Agents and the other Second-Lien Creditors Fixed Asset Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Fixed Asset Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided herein, the Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit applicable Fixed Asset Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Each Fixed Asset Collateral Agent, on behalf of itself and the Second-Lien CreditorsFixed Asset Claimholders represented by it, acknowledges and agrees that each of the First-Lien ABL Collateral Agent Agents and the First-Lien Creditors ABL Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the applicable ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Each Fixed Asset Collateral Agent and the other Second-Lien Creditors Fixed Asset Claimholders represented by it shall have no duty to the First-Lien any ABL Collateral Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien each ABL Collateral Agent and the other First-Lien Creditors ABL Claimholders represented by it shall have no duty to the Second-Lien any Fixed Asset Collateral Agent or any of the other Second-Lien CreditorsFixed Asset 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 Holdings, the Borrower Company or any other Grantor (including under the First-Lien ABL Loan Documents and the Second-Lien Credit Fixed Asset Loan Documents), regardless of any knowledge thereof with which they may have or be otherwise charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Loan Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsClaimholders, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Each First Lien Collateral AgentClaimholder Representative, on behalf of itself and the First-First Lien Creditors Claimholders under the First-its First Lien Credit Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent Trustee and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Documents in accordance accordance, with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsObligations, acknowledges and agrees that each of the First-First Lien Collateral Agent Claimholder Representative(s) and the First-First Lien Creditors 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-First Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First-First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance accordance, with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent Trustee and the other Second-Second Lien Creditors Claimholders shall have no duty to any First Lien Claimholder Representative or any of the First Lien Claimholders, and the First Lien Claimholder Representative(s) and the First Lien Claimholders shall have no duty to the First-Second Lien Collateral Agent Trustee or any of the other First-Second Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien CreditorsClaimholders, 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 Parent or any other Grantor Guarantor Subsidiary (including under the First-First Lien Credit Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, Agent acknowledges and agrees that each of the Second-Second Lien Collateral Agent Trustee and the other Second-Second Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Second-Second Lien Credit Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Except as otherwise expressly provided herein, Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, Trustee acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First-First Lien Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The First-Except as otherwise expressly provided herein, First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent Trustee and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent Trustee or any of the other Second-Second Lien CreditorsClaimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors under the First-Lien DocumentsClaimholders, acknowledges and agrees that each of the Second-Lien Collateral Agent Trustee and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Subject to the terms of this Agreement, the Collateral Trustee and the other Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentTrustee, on behalf of itself and the Second-Second Lien CreditorsClaimholders, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Subject to the terms of this Agreement, the First Lien Creditors Collateral Agent and the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent Trustee and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Lien Collateral Agent Trustee or any of the other Second-Second Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-First Lien Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Term Loan Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentseach Term Loan Secured Party, acknowledges and agrees that each neither the ABL Collateral Agent nor any of the Second-Lien Collateral Agent and the other Second-Lien Creditors have ABL Secured Parties has made no 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 Credit ABL Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit ABL Documents in accordance with law and as they may otherwisethey, in their sole discretion, may otherwise 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. The First-Lien Creditors will be entitled to ABL Secured Parties may 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 Collateral Agent and without regard to any rights or interests that the other Second-Lien Creditors shall have no duty to the First-Lien Term Loan Collateral Agent or any of the other First-Lien CreditorsTerm Loan Secured Parties have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien ABL Collateral Agent and the other First-Lien Creditors nor any ABL Secured Parties shall have no any duty to the Second-Lien Term Loan Collateral Agent or any of the other Second-Lien Creditors, Term Loan 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 a Default under any agreements with Holdings, the Borrower Company or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Agreement, the ABL Collateral Agent, the ABL Secured Parties, the Term Loan Collateral Agent and the Term Loan Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Term Loan Obligations, the ABL Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any Grantor’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. The First-Lien Collateral Revolving Credit Agent, on behalf of itself and the First-Lien Creditors Revolving Credit Claimholders under the First-Lien Revolving Credit Loan Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent Trustee, the Secured Debt Representatives and the other Second-Lien Creditors Secured Debt 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 Second-Lien Credit Secured Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Secured Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentTrustee, on behalf of itself the Secured Debt Representatives and the Second-Lien CreditorsSecured Debt Claimholders, each acknowledges and agrees that each of the First-Lien Collateral Revolving Credit Agent and the First-Lien Creditors Revolving Credit 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 Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the Revolving Credit Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent Trustee, the Secured Debt Representatives and the other Second-Lien Creditors Secured Debt Claimholders shall have no duty to the First-Lien Collateral Revolving Credit Agent or any of the other First-Lien CreditorsRevolving Credit Claimholders, and the First-Lien Collateral Revolving Credit Agent and the other First-Lien Creditors Revolving Credit Claimholders shall have no duty to the Second-Lien Collateral Agent Trustee, the Secured Debt Representatives or any of the other Second-Lien CreditorsSecured Debt 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 Holdings, the Borrower Company or any other Grantor (including under the First-Lien Revolving Credit Loan Documents and the Second-Lien Credit Secured Debt Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Revolving Credit Collateral Agent, on behalf of itself and the First-Lien Creditors Revolving Credit Claimholders under the First-Lien Revolving Credit Loan Documents, acknowledges and agrees that each of the Second-Lien Term Loan Collateral Agent and the other Second-Lien Creditors Term Loan 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 Second-Lien Credit Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Term Loan Collateral Agent and the Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Loan Collateral Agent, on behalf of itself and the Second-Lien CreditorsTerm Loan Claimholders, acknowledges and agrees that each of the First-Lien Revolving Credit Collateral Agent and the First-Lien Creditors Revolving Credit 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 Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided in this Agreement, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Loan Collateral Agent and the other Second-Lien Creditors Term Loan Claimholders shall have no duty to the First-Lien Revolving Credit Collateral Agent or any of the other First-Lien CreditorsRevolving Credit Claimholders, and the First-Lien Revolving Credit Collateral Agent and the other First-Lien Creditors Revolving Credit Claimholders shall have no duty to the Second-Lien Term Loan Collateral Agent or any of the other Second-Lien CreditorsTerm Loan 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Revolving Credit Loan Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Senior Collateral Agent, on behalf of itself and the First-Lien Senior Creditors under the First-Lien Senior Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent CHG and the other Second-Lien Junior Creditors have has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit CHG Lease Facility Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Second-Lien Junior Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit CHG Lease Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentCHG, on behalf of itself and the Second-Lien Junior Creditors, acknowledges and agrees that each of the First-Lien Senior Collateral Agent and the First-Lien Senior Creditors have has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien Senior Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Senior Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Senior Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Senior Collateral Agent and the other Second-Lien Senior Creditors shall have no duty to the First-Lien Collateral Agent CHG or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Junior Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-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 Holdings, the Borrower or any other Grantor (including under the First-Lien Documents Senior Documents), regardless of any knowledge thereof which they may have or be charged with. CHG and the Second-Lien Credit Junior Creditors shall have no duty to the Senior Collateral Agent or any of the Senior Creditors to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default under any agreements with the Borrower or any Grantor (including under the CHG Lease Facility Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Senior Lien Claimholders acknowledge and agree that neither the Second Lien Collateral AgentAgents nor any of the Second Lien Claimholders have made an express or implied representation or warranty, on behalf including with respect to the execution, validity, legality, completeness, collectability or enforceability of itself any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Subject to the provisions of this Agreement, the Second Lien Claimholders will be entitled to manage and the First-Lien Creditors supervise their respective loans and extensions of credit under the First-Second Lien DocumentsNote Documents in accordance with law and as they may otherwise, acknowledges and agrees that each in their sole discretion, deem appropriate. Nothing contained herein affects the right of the SecondNon-Cash Pay Second Lien Claimholders from converting the Non-Cash Pay Second Lien Securities into Capital Stock of FFN upon the consummation of a Qualified Initial Public Offering in accordance with the terms of the Non-Cash Pay Second Lien Indenture. The Second Lien Claimholders acknowledge and agree that the Senior Lien Collateral Agent and the other Second-Senior Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit 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 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 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-Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Senior Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Lien Creditors Claimholders shall have no duty to the First-Senior Lien Collateral Agent or any of the other First-Senior Lien CreditorsClaimholders, and the First-Senior Lien Collateral Agent and the other First-Senior Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of Agents and the other Second-Second Lien CreditorsClaimholders, 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 Issuers or any other Grantor Guarantor (including under the First-Senior Lien Note Documents and the Second-Second Lien Credit Note Documents), regardless of any knowledge thereof with which they may have or be charged withcharged.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, Lender acknowledges and agrees that each of the Second-Second Lien Collateral Agent Trustee and the other Second-Second Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Second-Second Lien Credit Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Except as otherwise expressly provided herein, Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, Trustee acknowledges and agrees that each of the First-First Lien Collateral Agent Lender and the First-First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First-First Lien Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The First-Except as otherwise expressly provided herein, First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent Trustee and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent Lender or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent Lender and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent Trustee or any of the other Second-Second Lien CreditorsClaimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral ABL Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders, acknowledges and agrees that each of the Second-Lien Collateral Agent Trustee, the Secured Debt Representatives and the other Second-Lien Creditors Secured Debt 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 Second-Lien Credit Secured Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Secured Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentTrustee, on behalf of itself the Secured Debt Representatives and the Second-Lien CreditorsSecured Debt Claimholders, each acknowledges and agrees that each of the First-Lien Collateral ABL Agent and the First-Lien Creditors ABL 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 ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the ABL Agent and the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent Trustee, the Secured Debt Representatives and the other Second-Lien Creditors Secured Debt Claimholders shall have no duty to the First-Lien Collateral ABL Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien Collateral ABL Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-Lien Collateral Agent Trustee, the Secured Debt Representatives or any of the other Second-Lien CreditorsSecured Debt 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 Holdings, the Borrower Company or any other Grantor (including under the First-Lien ABL Loan Documents and the Second-Lien Credit Secured Debt Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors under the First-Lien DocumentsClaimholders, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsObligations, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 any Borrower or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral AgentExcept as set forth in Section 10.14, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-Lien Creditors no Senior Representative or Senior Holder shall have been deemed to have made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Senior Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Holders will be entitled to manage and supervise administer their respective loans and extensions of credit under the Second-Lien Credit Senior Documents and this Agreement in accordance with law and as they may otherwise, in their sole discretiondetermination, 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. The First-Lien Creditors will be entitled to manage and supervise Senior Holders may administer 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 Collateral Agent and the other Second-Lien Creditors shall have no duty without regard to the First-Lien Collateral Agent any rights or interests that any Junior Representative or any of the other First-Lien CreditorsJunior Holders have in the Common Collateral or otherwise, and the First-Lien Collateral Agent and the other First-Lien Creditors except as otherwise provided in this Agreement. No Senior Representative or Senior Holder shall have no any duty to the Second-Lien Collateral Agent any Junior Representative or any of the other Second-Lien Creditors, Junior Holder 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 Holdings, the Borrower New Pyxus Topco or any other Grantor Subsidiary (including under the First-Lien Documents and the Second-Lien Credit Junior Documents), regardless of any knowledge thereof which that they may have or be charged with. Notwithstanding anything to the contrary herein contained, none of the parties hereto waives any claim that it may have against a Junior Collateral Agent or the Senior Collateral Agent, as applicable, on the grounds that any sale, transfer or other disposition by such Junior Collateral Agent or Senior Collateral Agent (as applicable) was not commercially reasonable to the extent required by the Uniform Commercial Code. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Holders, the Junior Representatives and the Junior Holders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectability of any of the Senior Obligations, the Junior Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. The First-Lien ABL Revolving Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Revolving Claimholders, acknowledges and agrees that each no Term Agent has made an express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, col- lectibility, or enforceability of any of the Second-Lien Term Documents, the ownership by any Grantor of any Collat- eral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Term Agents and the Term Claimholders will be entitled to manage and supervise the Term Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each Term Agent, on behalf of the Term Claimholders, acknowledges and agrees that the ABL Revolving Collateral Agent and the other Second-Lien Creditors ABL Revolving Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Second-Lien Credit ABL Revolving Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise expressly provided herein, the ABL Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit ABL Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentExcept as expressly provided herein, on behalf of itself and the Second-Lien Creditors, acknowledges and agrees that each of the First-Lien Collateral Term 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. The First-Lien Creditors 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 Collateral Agent and the other Second-Lien Creditors Term Claimholders shall have no duty to the First-Lien ABL Revolving Collateral Agent or any of the other First-Lien CreditorsABL Revolving Claimholders, and the First-Lien ABL Revolving Collateral Agent and the other First-Lien Creditors ABL Revolving Claimholders shall have no duty to the Second-Lien Collateral any Term Agent or any of and the other Second-Lien CreditorsTerm Claimholders, to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an “event of default default” or default “default” under any agreements with Holdings, the Borrower or any other Grantor (including under the First-Lien ABL Revolving Loan Documents and the Second-Lien Credit Term Documents), regardless of any knowledge thereof which they may have or be charged with. The ABL Revolving Collateral Agent, on behalf of the ABL Revolving Claimholders, acknowledges and agrees that each Term Agent may, but shall have no obligation to, take all such actions it may determine necessary to perfect or continue the per- fection of the Term Claimholders’ junior-priority security interest in the ABL Revolving Priority Collat- eral and no Term Agent in any way shall be liable for any lapse of perfection or for maintaining perfec- tion. Each Term Agent, on behalf of the Term Claimholders, acknowledges and agrees that the ABL Re- volving Collateral Agent may, but shall have no obligation to, take all such actions it may determine nec- xxxxxx to perfect or continue the perfection of the ABL Revolving Claimholders’ junior-priority security interest in the Notes Priority Collateral and the ABL Revolving Collateral Agent shall not in any way be liable for any lapse of perfection or for maintaining perfection.

No Warranties or Liability. The First-Lien Collateral ABL Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders, acknowledges and agrees that each of the Second-Lien Collateral Agent Term Debt Trustee and the other Second-Lien Creditors Term Debt Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Term Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided herein, the Term Debt Trustee and the other Term Debt Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Documents Term Debt Documents, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentTerm Debt Trustee, on behalf of itself and the Second-Lien CreditorsTerm Debt Claimholders, acknowledges and agrees that each of the First-Lien Collateral ABL Agent and the First-Lien Creditors other ABL Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit or provision of services, as applicable under their respective First-Lien the relevant ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent Except as otherwise provided in this Agreement, the Term Debt Trustee and the other Second-Lien Creditors Term Debt Claimholders shall have no duty to the First-Lien Collateral ABL Agent or any of the other First-Lien CreditorsABL Claimholder, and the First-Lien Collateral ABL Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-Lien Collateral Agent or any of the other Second-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 Holdings, the Borrower Term Debt Trustee or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged withTerm Debt Claimholder.

No Warranties or Liability. The First-Lien Revolving Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsRevolving Claimholders, acknowledges and agrees that each Notes Collateral Agent has 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 Notes Documents, the ownership by any Grantor of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, Notes Collateral Agent and the other Second-Lien Creditors Notes Claimholders will be entitled to manage and supervise the Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Notes Collateral Agent, on behalf of the Notes Claimholders, acknowledges and agrees that Revolving Collateral Agent and Revolving Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Second-Lien Credit Revolving Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise expressly provided herein, Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentExcept as expressly provided herein, on behalf of itself and the Second-Lien Creditors, acknowledges and agrees that each of the First-Lien Notes 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. The First-Lien Creditors 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 Collateral Agent and the other Second-Lien Creditors Notes Claimholders shall have no duty to the First-Lien Revolving Collateral Agent or any of the other First-Lien CreditorsRevolving Claimholders, and the First-Lien Revolving Collateral Agent and the other First-Lien Creditors Revolving Claimholders shall have no duty to the Second-Lien Notes Collateral Agent or any of the other Second-Lien CreditorsNotes Claimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Revolving Loan Documents and the Second-Lien Credit Notes Documents), regardless of any knowledge thereof which they may have or be charged with. The Notes Collateral Agent hereby waives to the fullest extent permitted by law any claim that may be had against the Revolving Collateral Agent or any Revolving Claimholder arising out of any actions which the Revolving Collateral Agent or such Revolving Claimholder take or omit 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 of the Collateral and actions with respect to the collection of any claim for all or any part of the Revolving Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Revolving Obligations. The Revolving Collateral Agent hereby waives to the fullest extent permitted by law any claim that may be had against the Notes Collateral Agent or any Notes Claimholder arising out of any actions which the Notes Collateral Agent or such Notes Claimholder take or omit 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 of the Collateral and actions with respect to the collection of any claim for all or any part of the Notes Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Notes Obligations.

No Warranties or Liability. The First-Lien Revolving Credit Collateral Agent, on behalf of itself and the First-Lien Creditors Revolving Credit Claimholders under the First-Lien Revolving Credit Loan Documents, acknowledges and agrees that each of the Second-Lien Term Collateral Agent and the other Second-Term Priority Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Term Priority Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided in this Agreement, the Term Collateral Agent and the Term Priority Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Term Priority Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Collateral Agent, on behalf of itself Agent and the Second-Term Priority Lien Creditors, Claimholders each acknowledges and agrees that each of the First-Lien Revolving Credit Collateral Agent and the First-Lien Creditors Revolving Credit Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Collateral Agent and the other Second-Term Priority Lien Creditors Claimholders shall have no duty to the First-Lien Revolving Credit Collateral Agent or any of the other First-Lien CreditorsRevolving Credit Claimholders, and the First-Lien Revolving Credit Collateral Agent and the other First-Lien Creditors Revolving Credit Claimholders shall have no duty to the Second-Lien Term Collateral Agent or any of the other Second-Term Priority Lien CreditorsClaimholders, 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 First-Lien Revolving Credit Loan Documents and the Second-Term Priority Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral Each Revolving Credit Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother Revolving Credit Claimholders, acknowledges and agrees that each of the Second-Lien Collateral Agent Pari Passu Secured Parties and the other Second-Subordinated Lien Creditors have Secured Parties has 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-Pari Passu Loan Documents or any Subordinated Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Pari Passu Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the SecondPari Passu Loan 844805.3D-Lien Credit Chicago Server 2A - MSW Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentEach Pari Passu Representative, on behalf of itself and the Second-Lien CreditorsPari Passu Secured Parties, acknowledges and agrees that each none of the First-Revolving Credit Claimholders or the Subordinated Lien Collateral Agent and the First-Lien Creditors have Secured Parties has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-Revolving Credit Loan Documents or any Subordinated Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided in this Agreement, the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each Subordinated Lien Representative, on behalf of itself and the Subordinated Lien Secured Parties, acknowledges and agrees that none of the Revolving Credit Claimholders or the Pari Passu 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 Revolving Credit Loan Documents or the Pari Passu Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Subordinated Lien Secured Parties will be entitled to manage and supervise their respective First-loans and extensions of credit under the Subordinated Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent Pari Passu Secured Parties and the other Second-Subordinated Lien Creditors Secured Parties shall have no duty to the First-Lien Collateral Agent Revolving Credit Agents or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, Revolving Credit 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 Holdings, the any Borrower or any other Grantor (including under the First-Revolving Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with. The Subordinated Lien Documents Secured Parties and the Second-Revolving Credit Agents and the other Revolving Credit Claimholders shall have no duty to the Pari Passu Representatives or any of the Pari Passu 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 Pari Passu Loan Documents), regardless of any knowledge thereof which they may have or be charged with. The Pari Passu Representatives and Pari Passu Secured Parties and the Revolving Credit Agents and the other Revolving Credit Claimholders shall have no duty to the Subordinated Lien Credit Representatives or any of the other Subordinated 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 Subordinated Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral Senior Agent, on behalf of itself and the First-Lien Senior Creditors under the First-Lien Senior Debt Documents, acknowledges and agrees that each the Subordinated Creditor has 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 Subordinated Debt Documents, the ownership of any Obligor Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Subordinated Creditor will be entitled to manage and supervise its respective loans and extensions of credit under the Subordinated Debt Documents in accordance with law and as it may otherwise deem appropriate. Except as otherwise provided herein, the Subordinated Creditor acknowledges and agrees that the Senior Agent and the other Second-Lien Senior 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 Second-Lien Credit Senior Debt Documents, the ownership of any Obligor Collateral or the perfection or priority of any Liens thereon. The Second-Lien Except as otherwise provided herein, the Senior Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit their respective Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentSubordinated Creditor shall have no duty to the Senior Agent and Senior Creditors, on behalf of itself and the Second-Lien Creditors, acknowledges and agrees that each of the First-Lien Collateral Senior 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. The First-Lien Creditors 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 Collateral Agent and the other Second-Lien Senior Creditors shall have no duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien CreditorsSubordinated Creditor, 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 Obligors or Senior Obligor or any other Grantor grantor or guarantor (including under the First-Lien Senior Debt Documents and the Second-Lien Credit Subordinated Debt Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral AgentTrustee, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsNoteholders, acknowledges and agrees that each of the Second-Lien Collateral Credit Agent and the other Second-Lien Creditors Senior Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Lien Credit Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Lender 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. The First-Lien Creditors will be entitled to Senior Lenders may 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 Collateral Agent and without regard to any rights or interests that the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent Trustee or any of the other First-Lien CreditorsNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Credit Agent and the other First-Lien Creditors nor any Senior Lender shall have no any duty to the Second-Lien Collateral Agent Trustee or any of the other Second-Lien Creditors, Noteholders 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 Holdings, the Borrower Company or any other Grantor Subsidiary thereof (including under the First-Lien Documents and the Second-Lien Credit Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Credit Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company's, the Guarantors' (as defined in the Senior Credit Agreement) or any Subsidiary's title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The First-2024 First Lien Collateral Agent, for itself and on behalf of itself and the First-each other 2024 First Lien Creditors under the First-Lien DocumentsClaimholder, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Second Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, for itself and on behalf of itself and the Second-each other Second Lien CreditorsClaimholder, acknowledges and agrees that each of the First-2024 First Lien Collateral Agent and the First-2024 First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-2024 First Lien Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon, in each case whether existing on or prior to the date hereof or otherwise. The First-Except as otherwise provided herein, the 2024 First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the 2024 First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-2024 First Lien Collateral Agent or any of the other First-2024 First Lien CreditorsClaimholders, and the First-2024 First Lien Collateral Agent and the other First-2024 First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-2024 First Lien Loan Documents and the Second-Second Lien Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral ABL Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders, acknowledges and agrees that Notes Agent and each of the Second-Lien Collateral Agent and the other Second-Lien Creditors Notes Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the Second-Notes Documents, any Other Pari Passu Lien Credit DocumentsObligations Agreement, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise expressly provided herein, Notes Agent and the other Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Notes Documents or the Other Pari Passu Lien Credit Documents Obligations Agreement in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Notes Agent, on behalf of itself and the Second-Lien CreditorsNotes Claimholders, acknowledges and agrees that ABL Agent and each of the First-Lien Collateral Agent and the First-Lien Creditors other ABL Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the First-Lien ABL Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise expressly provided herein, ABL Agent and the other ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Except as expressly provided herein, Notes Agent and the other Second-Lien Creditors Notes Claimholders shall have no duty to the First-Lien Collateral ABL Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien Collateral ABL Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-Lien Collateral Notes Agent or any of the other Second-Lien CreditorsNotes Claimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien ABL Loan Documents, the Notes Documents and the Second-Other Pari Passu Lien Credit DocumentsObligations Agreement), regardless of any knowledge thereof which they may have or be charged with. Notes Agent hereby waives to the fullest extent permitted by law any claim that may be had against ABL Agent or any other ABL Claimholder in the absence of gross negligence or willful misconduct arising out of any actions which ABL Agent or such other ABL Claimholder 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 of the Collateral and actions with respect to the collection of any claim for all or any part of the ABL Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such ABL Obligations. ABL Agent hereby waives to the fullest extent permitted by law any claim that may be had against Notes Agent or any other Notes Claimholder arising out of any actions which Notes Agent or such Notes Claimholder 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 of the Collateral and actions with respect to the collection of any claim for all or any part of the Notes Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Notes Obligations.

No Warranties or Liability. (a) The First-Lien Collateral Term Loan Agent, for itself and on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother Term Loan Secured Parties, acknowledges and agrees that each of the Second-Lien Collateral Revolving Loan Agent and the other Second-Lien Creditors Revolving Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Revolving Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the Revolving Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Revolving 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 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. The First-Lien Creditors will be entitled to Revolving Loan Secured Parties may 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 Collateral Agent and without regard to any rights or interests that the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Term Loan Agent or any of the other First-Lien CreditorsTerm Loan Secured Parties have in the Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Revolving Loan Agent and nor any of the other First-Lien Creditors Revolving Loan Secured Parties shall have no any duty to the Second-Lien Collateral Term Loan Agent or any of the other Second-Lien Creditors, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) The Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties, acknowledges and agrees that each of the Term Loan Agent and the other 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 Term Loan Documents in accordance with 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 Term Loan Agent nor any of the other 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 agreements with any Grantor (including the Revolving Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First-Lien Collateral Subordinated Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother Subordinated Financing Parties, acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-Lien Creditors have Senior Financing Parties has 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 Credit Senior Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Financing Parties will be entitled to manage and supervise their respective loans and extensions of credit under to the Second-Lien Credit Documents Borrowers 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. The First-Lien Creditors will be entitled to Senior Financing Parties may manage and supervise their respective loans and extensions of credit under their respective First-Lien Documents without regard to any rights or interests that the Subordinated Financing Parties have in accordance with law and as they may the Common Collateral or otherwise, except as otherwise provided in their sole discretion, deem appropriatethis Agreement. The Second-Lien Collateral Neither the Senior Agent and the nor any other Second-Lien Creditors Senior Financing Party shall have no any duty to the First-Lien Collateral Subordinated Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, Subordinated Financing 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documents)Senior Borrower, regardless of any knowledge thereof which they may have or be charged with. (b) The Senior Agent, on behalf of itself and the other Senior Financing Parties, acknowledges and agrees that each of the Subordinated Financing Parties has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Subordinated Documents. The Subordinated Financing Parties will be entitled to manage and supervise their respective loans and extensions of credit to the Subordinated Borrower in accordance with law and as they may otherwise, in their sole discretion, Exh. F-20 deem appropriate, and the Subordinated Financing Parties may manage their loans and extensions of credit without regard to any rights or interests that the Senior Financing Parties have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Subordinated Agent nor any of the other Subordinated Financing Parties shall have any duty to the Senior Financing 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 Subordinated Borrower, regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral ABL Administrative Agent, on behalf of itself and the First-Lien Creditors ABL Claimholders under the First-Lien ABL Documents, acknowledges and agrees that each of the Second-Lien no Notes Collateral Agent and the other Second-Lien Creditors have nor any Notes Priority Claimholder has made no 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 Credit Notes Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Notes Collateral Agents and the Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Notes Documents in accordance with law and the Notes Documents, as they may otherwisemay, in their sole discretion, deem appropriate. The Second-Lien Each Notes Collateral Agent, on behalf of itself and the Second-Lien Creditorsapplicable Notes Claimholders, acknowledges and agrees that each of neither the First-Lien Collateral ABL Administrative Agent and the First-Lien Creditors have nor any ABL Claimholder has made no 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 ABL Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided in this Agreement, the ABL Administrative Agent and the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien ABL Documents in accordance with law and the ABL Documents, as they may otherwisemay, in their sole discretion, deem appropriate. The Second-Lien No Notes Collateral Agent nor any Notes Claimholders shall have any duty to the ABL Administrative Agent or any of the ABL Claimholders, and the ABL Administrative Agent and the other Second-Lien Creditors ABL Claimholders shall have no duty to the First-Lien any Notes Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien CreditorsNotes 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 Holdings, the Borrower or any other Grantor (including under the First-Lien ABL Documents and the Second-Lien Credit Notes Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The FirstEach Second-Lien Collateral Priority Agent, on behalf of itself and the Firsteach applicable Second-Lien Creditors under the First-Lien DocumentsPriority Secured Party, acknowledges and agrees that each of neither the Second-Lien Collateral Intercreditor Agent and the other Second-Lien Creditors have nor any Senior Lender has made no 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 Credit Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Lender 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. The First-Lien Creditors will be entitled to Senior Lenders may 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 without regard to any rights or interests that any Second-Lien Collateral Agent and the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Priority Agent or any of the other FirstSecond-Lien CreditorsPriority Secured Parties have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Intercreditor Agent and the other First-Lien Creditors nor any Senior Lender shall have no any duty to the any Second-Lien Collateral Priority Agent or any of the other Second-Lien Creditors, Priority 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 Holdings, the Borrower Company or any other Grantor Subsidiary thereof (including under the First-Lien Documents and the Second-Lien Credit Priority Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Intercreditor Agent, the Senior Lenders, the Second-Priority Agents and the Second-Priority Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Second-Priority Obligations, the First-Priority Lien Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other Grantor’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The First-Senior Lien Collateral Agent, for itself and on behalf of itself and the First-Senior Lien Creditors Claimholders under the First-its Senior Lien Note Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Lien Creditors 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 Second-Second Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Subject to the provisions of this Agreement, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself Claimholders acknowledge and agree that the Second-Lien Creditors, acknowledges and agrees that each of the First-Senior Lien Collateral Agent and the First-Senior Lien Creditors 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-Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Senior Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Lien Creditors Claimholders shall have no duty to the First-Senior Lien Collateral Agent or any of the other First-Senior Lien CreditorsClaimholders, and the First-Senior Lien Collateral Agent and the other First-Senior Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Lien Creditors, 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 Holdings, the Borrower Issuer or any other Grantor (including under Issuer Subsidiary(including the First-Senior Lien Note Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with. The Subordinated Claimholders acknowledge and agree that the Secured Note Collateral Agent and the Secured Note 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 Secured Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Secured Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Secured Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Subordinated Claimholders shall have no duty to the Secured Note Collateral Agent or any of the Secured Note Claimholders, and the Secured Note Collateral Agent and the Secured Note Claimholders shall have no duty to the Subordinated 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 the Issuer or any Issuer Subsidiary (including the Secured Note Documents and the Subordinated Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Administrative Agent, on behalf of itself and the First-each other First Lien Creditors under the First-Lien DocumentsClaimholder, acknowledges and agrees that each none of the Second-Second Lien Collateral Agent and the Trustee or any other Second-Second Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit 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 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 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-Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Trustee, on behalf of itself and each other Second Lien Claimholder, acknowledges and agrees that none of the First Lien Administrative Agent or any other First 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 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 the First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Trustee and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Administrative Agent or any of the other First-First Lien CreditorsClaimholder, and the First-First Lien Collateral Administrative Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent Trustee or any of the other Second-Second Lien CreditorsClaimholder, 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 Company or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien ABL Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother ABL Claimholders, acknowledges and agrees that each of that, except as set forth in Sections 8 and 9.6(b), neither the Second-Lien Term Collateral Agent and the nor any other Second-Lien Creditors have Term Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the Second-Lien Credit Term Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise expressly provided herein, the Term Collateral Agent and the other Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Term Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Collateral Agent, on behalf of itself and the Second-Lien Creditorsother Term Claimholders, acknowledges and agrees that each of that, except as set forth in Sections 8 and 9.6(b), neither the First-Lien ABL Collateral Agent and the First-Lien Creditors have nor any other ABL Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the First-Lien ABL Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise expressly provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the ABL Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Except as expressly provided herein, the Term Collateral Agent and the other Second-Lien Creditors Term Claimholders shall have no duty to the First-Lien ABL Collateral Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien ABL Collateral Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-Lien Term Collateral Agent or any of and the other Second-Lien CreditorsTerm Claimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien ABL Loan Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with. The ABL Collateral Agent, on behalf of itself and the other ABL Claimholders, acknowledges and agrees that the Term Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the Term Liens on any Collateral, and the Term Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection. The Term Collateral Agent, on behalf of itself and the other Term Claimholders, acknowledges and agrees that the ABL Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the ABL Liens on any Collateral, and the ABL Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection.

No Warranties or Liability. The First-Lien ABL Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother ABL Claimholders, acknowledges and agrees that each that, except as set forth in Sections 8 and 9.6(b), neither the Term Collateral Agent nor any other Term 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 Term Loan Documents, the ownership of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Term Collateral Agent and the other Second-Lien Creditors have Term Claimholders will be entitled to manage and supervise the Term Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Term Collateral Agent, on behalf of itself and the other Term Claimholders, acknowledges and agrees that, except as set forth in Sections 8 and 9.6(b), neither the ABL Collateral Agent nor any other ABL Claimholder has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the Second-Lien Credit ABL Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise expressly provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit ABL Loan Documents in accordance with applicable 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 DocumentsExcept as expressly provided herein, 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 their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Collateral Agent and the other Second-Lien Creditors Term Claimholders shall have no duty to the First-Lien ABL Collateral Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien ABL Collateral Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-Lien Term Collateral Agent or any of and the other Second-Lien CreditorsTerm Claimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien ABL Loan Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with. The ABL Collateral Agent, on behalf of itself and the other ABL Claimholders, acknowledges and agrees that the Term Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the Term Liens on any Collateral, and the Term Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection. The Term Collateral Agent, on behalf of itself and the other Term Claimholders, acknowledges and agrees that the ABL Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the ABL Liens on any Collateral, and the ABL Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection.

No Warranties or Liability. The First-Lien Collateral Revolving Credit Agent, on behalf of itself and the First-Lien Creditors Revolving Credit Claimholders under the First-Lien Revolving Credit Loan Documents, acknowledges and agrees that each of the Second-Lien Noteholder Collateral Agent and the other Second-Lien Creditors Note 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 Second-Lien Credit Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Noteholder Collateral Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Noteholder Collateral Agent, on behalf of itself and the Second-Lien CreditorsNote Claimholders, acknowledges and agrees that each of the First-Lien Collateral Revolving Credit Agent and the First-Lien Creditors Revolving Credit 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 Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the Revolving Credit Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Noteholder Collateral Agent and the other Second-Lien Creditors Note Claimholders shall have no duty to the First-Lien Revolving Credit Agent or any of the Revolving Credit Claimholders, and the Revolving Credit Agent and the Revolving Credit Claimholders shall have no duty to the Noteholder Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien CreditorsNote 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Revolving Credit Loan Documents and the Second-Lien Credit Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Each First Lien Representative and each First Lien Collateral Agent, on behalf of itself and the First-each other First Lien Creditors under the First-Lien DocumentsClaimholder represented by it, acknowledges and agrees that each of the Second-no Second Lien Collateral Agent and the Representative or other Second-Second Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Second Lien Credit Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the holders of Second Lien Creditors Debt will be entitled to manage and supervise their respective extensions of credit under the Second Lien Debt 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 Representative or other First 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 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 the Second-First Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Representatives, 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. The First-Lien Creditors 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 Collateral Agent Agents and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Representatives, the First Lien Collateral Agent Agents or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Representatives, the First Lien Collateral Agent Agents and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Representative, the Second Lien Collateral Agent Agents or any of the other Second-Second Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Debt Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Senior Collateral Agent, on behalf of itself and the First-Lien Senior Creditors under the First-Lien Senior Documents, acknowledges and agrees that each of the Second-First Lien Last Out Collateral Agent and the other Second-First Lien Last Out 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 Second-First Lien Credit Last Out Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-First Lien Last Out Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-First Lien Credit Last Out Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-First Lien Last Out Collateral Agent, on behalf of itself and the Second-First Lien Last Out Creditors, acknowledges and agrees that each of the First-Lien Senior Collateral Agent and the First-Lien other Senior 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 Senior Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Senior Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Senior Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-First Lien Last Out Collateral Agent and the other Second-First Lien Last Out Creditors shall have no duty to the First-Lien Senior Collateral Agent or any of the other First-Lien Senior Creditors, and the First-Lien Senior Collateral Agent and the other First-Lien Senior Creditors shall have no duty to the Second-First Lien Last Out Collateral Agent or any of the other Second-First Lien Last Out 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 First-Lien Senior Documents and the Second-First Lien Credit Last Out Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral Joint ABL Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentseach other ABL Claimholder, acknowledges and agrees that each none of the Second-Lien Term Loan Collateral Agent and the or any other Second-Lien Creditors have Term Loan Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Term Loan Documents, the ownership of any ABL Priority Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided herein, the Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Loan Collateral Agent, on behalf of itself and the Second-Lien Creditorseach other Term Loan Claimholder, acknowledges and agrees that each none of the First-Lien Collateral Joint ABL Agent and the First-Lien Creditors have or any other ABL Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien ABL Loan Documents, the ownership of any ABL Priority Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Loan Collateral Agent and the other Second-Lien Creditors Term Loan Claimholders shall have no duty to the First-Lien Collateral Joint ABL Agent or any of the other First-Lien CreditorsABL Claimholder, and the First-Lien Collateral Joint ABL Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-Lien Term Loan Collateral Agent or any of the other Second-Lien CreditorsTerm Loan Claimholder, 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 ABL Grantor (including under the First-Lien ABL Loan Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent Trustee and the other Second-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 Second-Lien Credit 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 Credit Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentTrustee, 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. The First-Lien Creditors 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 Collateral Agent Trustee and the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent Trustee or any of the other Second-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 Holdings, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First-Lien Collateral Administrative Agent, for itself and on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother Credit Facility Secured Parties, acknowledges and agrees that each of that, except for the Second-Lien Collateral representations and warranties set forth in Section 8.03, neither the Indenture Agent and the nor any other Second-Lien Creditors have Indenture Secured Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Indenture 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 Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Indenture Agent, for itself and on behalf of itself and the Second-Lien Creditorsother Indenture Secured Parties, acknowledges and agrees that each of that, except for the First-Lien Collateral representations and warranties set forth in Section 8.03, neither the Administrative Agent and the First-Lien Creditors have nor any other Credit Facility Secured Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien Credit Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-. (b) Each Indenture Secured Party acknowledges and agrees that neither the Administrative Agent nor any other Credit Facility Secured Party shall have any duties or other obligations to such Indenture Secured Party with respect to any Collateral, other than to transfer to the Indenture Agent any proceeds of any such Collateral that constitutes Collateral remaining in its possession following any Disposition of such Collateral (in each case, unless the Junior Liens on all such Collateral are terminated and released prior to or concurrently with such sale, transfer, disposition, payment or satisfaction), on the Senior Discharge Date, or, if the Administrative Agent shall be in possession of all or any part of such Collateral after such payment and satisfaction in full and termination, such Collateral or any part thereof remaining, in each case without representation or warranty on the part of the Administrative Agent or any Credit Facility Secured Party. (c) In furtherance of the foregoing, each Indenture Secured Party acknowledges and agrees that until the Senior Discharge Date, the Administrative Agent shall be entitled, for the benefit of the holders of the First Priority Claims, to sell, transfer or otherwise dispose of or deal with Collateral as provided herein and in the Credit Facility Security Documents without regard to any Junior Lien Creditors will or any rights to which the holders of the Indenture Obligations would otherwise be entitled as a result of such Junior Lien, other than any such rights set forth herein. Without limiting the foregoing, each Indenture Secured Party agrees that neither the Administrative Agent nor any other Credit Facility Secured Party shall have any duty or obligation first to manage marshal or realize upon any type of Collateral, or to sell, dispose of or otherwise liquidate all or any portion of such Collateral (or any other collateral securing the First Priority Claims), in any manner that would maximize the return to the Indenture Secured Parties, notwithstanding that the order and supervise their respective loans timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by Indenture Secured Parties from such realization, sale, disposition or liquidation. (d) Without limiting the rights of the Indenture Agent with respect to Permitted Enforcement Actions and except for a breach of this Intercreditor Agreement, the Indenture Agent, for itself and on behalf of the other Indenture Secured Parties, agrees no Credit Facility Secured Party shall have any liability (other than any liability which may arise from the gross negligence or willful misconduct of a Credit Facility Secured Party) to the Indenture Agent or any other Indenture Secured Party, and hereby waives any claim (other than any claims which may arise from the gross negligence or willful misconduct of a Credit Facility Secured Party) against any Credit Facility Secured Party, arising out of any and all actions which the Administrative Agent or any other Credit Facility Secured Party may take or permit or omit to take with respect to (i) the Credit Facility Documents (other than this Intercreditor Agreement), (ii) the collection of the First Priority Claims, (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any Collateral, (iv) any election by the Administrative Agent or any Credit Facility Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (v) any extensions of credit by Credit Facility Lenders, or grant of a security interest or administrative expense priority under 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 Section 364 of the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent Bankruptcy Code by AGI or any of the other Firstits subsidiaries, as debtor-Lien Creditorsin-possession, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any in favor of the other Second-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 Holdings, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged withFacility Secured Parties.

No Warranties or Liability. The First-Lien Collateral Revolving Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsRevolving Claimholders, acknowledges and agrees that each of the Second-Lien Collateral Term Loan Agent and the other Second-Lien Creditors Term Loan Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Second-Lien Credit Term Loan Documents, the ownership by any Grantor of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise expressly provided herein, Term Loan Agent and the Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Term Loan Agent, on behalf of itself and the Second-Lien CreditorsTerm Loan Claimholders, acknowledges and agrees that each of the First-Lien Collateral Revolving Agent and the First-Lien Creditors Revolving Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First-Lien Revolving Loan Documents, the ownership by any Grantor of any Collateral Collateral, or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise expressly provided herein, Revolving Agent and Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Except as expressly provided herein, Term Loan Agent and the other Second-Lien Creditors Term Loan Claimholders shall have no duty to the First-Lien Collateral Revolving Agent or any of the other First-Lien CreditorsRevolving Claimholders, and the First-Lien Collateral Revolving Agent and the other First-Lien Creditors Revolving Claimholders shall have no duty to the Second-Lien Collateral Term Loan Agent or any of the other Second-Lien CreditorsTerm Loan Claimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Revolving Loan Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with. Term Loan Agent hereby waives to the fullest extent permitted by law any claim that may be had against Revolving Agent or any Revolving Claimholder arising out of any actions which Revolving Agent or such Revolving Claimholder take or omit 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 of the Collateral and actions with respect to the collection of any claim for all or any part of the Revolving Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Revolving Obligations. Revolving Agent hereby waives to the fullest extent permitted by law any claim that may be had against Term Loan Agent or any Term Loan Claimholder arising out of any actions which Term Loan Agent or such Term Loan Claimholder take or omit 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 of the Collateral and actions with respect to the collection of any claim for all or any part of the Term Loan Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Term Loan Obligations.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein and subject to the terms of the Second Lien Creditors Documents, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsObligations, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 any Borrower or any other Grantor Guarantor (including under the First-First Lien Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral Agent(a) Each Noteholder Trustee, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsNoteholders, acknowledges and agrees that each of the Second-Lien Collateral Senior Agent and the other Second-Lien Creditors Senior Lenders have made no express or implied representation or warranty, including including, without limitation, with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Lien Credit Senior Lender Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under to the Second-Lien Credit Documents Borrower 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. The First-Lien Creditors will be entitled to Senior Lenders may 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 Collateral Agent and the other Second-Lien Creditors shall have no duty without regard to the First-Lien Collateral Agent any rights or interests that either Noteholder Trustee or any of the other First-Lien CreditorsNoteholders have in the Shared Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Senior Agent and the other First-Lien Creditors nor any Senior Lender shall have no any duty to the Second-Lien Collateral Agent either Noteholder Trustee or any of the other Second-Lien Creditors, Noteholders 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 Holdingsthe Borrower (including, without limitation, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Noteholder Documents), regardless of any knowledge thereof which they may have or be charged with. (b) The Senior Agent, on behalf of itself and the Senior Lenders, acknowledges and agrees that each of the Noteholder Trustees and the Noteholders have made no express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Noteholder Documents. The Noteholders will be entitled to manage and supervise their respective extensions of credit to the Issuer in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Noteholders may manage their extensions of credit without regard to any rights or interests that the Senior Agent or any of the Senior Lenders have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Noteholder Trustees nor any Noteholder shall have any duty to the Senior Agent or any of the Senior Lenders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Issuer (including, without limitation, the Senior Lender Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien ABL Collateral Agent, on behalf of itself Agent and the First-Lien Creditors under the First-Lien Documents, ABL Secured Parties each acknowledges and agrees that each of the Second-Lien Term Loan Collateral Agent and the other Second-Lien Creditors Term Loan 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 Credit Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Term Loan Collateral Agent and the Term Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Loan Collateral Agent, on behalf of itself Agent and the Second-Lien Creditors, Term Loan Secured Parties each acknowledges and agrees that each of the First-Lien ABL Collateral Agent and the First-Lien Creditors ABL 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 ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the ABL Collateral Agent and the ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Loan Collateral Agent and the other Second-Lien Creditors Term Loan Secured Parties shall have no duty to the First-Lien ABL Collateral Agent or any of the other First-Lien CreditorsABL Secured Parties, and the First-Lien ABL Collateral Agent and the other First-Lien Creditors ABL Secured Parties shall have no duty to the Second-Lien Term Loan Collateral Agent or any of the other Second-Lien CreditorsTerm 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 Holdings, the Borrower Company or any other Grantor Obligor (including under the First-Lien ABL Loan Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, for itself and on behalf of itself and the First-each other First Lien Creditors under the First-Lien DocumentsClaimholder, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Second Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, for itself and on behalf of itself and the Second-each other Second Lien CreditorsClaimholder, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-First Lien Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon, in each case whether existing on or prior to the date hereof or otherwise. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, for itself and on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Credit Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, for itself and on behalf of itself and the Second-Second Lien CreditorsClaimholders, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 Subsidiary Guarantor (including under the First-First Lien Credit Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First-Lien Revolving Collateral Agent, for itself and on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsRevolving Secured Parties, acknowledges and agrees that no Non-ABL Collateral Agent and no Non-ABL Secured Parties have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any Non-ABL Document, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, each Non-ABL Secured Party will be entitled to manage and supervise its respective loans and extensions of credit under the Non-ABL Documents to which it is a party in accordance with law and as it may otherwise, in its sole discretion, deem appropriate. (b) Each Non-ABL Collateral Agent, for itself and on behalf of the SecondNon-Lien ABL Secured Parties it represents, acknowledges and agrees that the Revolving Collateral Agent and the other Second-Lien Creditors Revolving 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 Credit DocumentsRevolving Document, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided herein, the Revolving Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit applicable Revolving Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. . (c) The Second-Lien Note Collateral Agent, for itself and on behalf of itself and the Second-Lien CreditorsSpecified Note Secured Parties it represents, acknowledges and agrees that no Crack Spread Hedging 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 Crack Spread Hedging Document or any Crack Spread Hedging LC Document, as applicable, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, each Crack Spread Hedging Secured Party will be entitled to manage and supervise Obligations owing to it and extensions of credit under the First-Lien applicable Crack Spread Hedging Documents or Crack Spread Hedging LC Documents, as the case may be, in accordance with law and as it may otherwise, in its sole discretion, deem appropriate. (d) Each Crack Spread Hedging Secured Party represents, acknowledges and agrees that the Note Collateral Agent and the First-Lien Creditors Specified Note 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 DocumentsNote Document, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the Specified Note Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the applicable Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second. (i) No Non-Lien ABL Collateral Agent and nor any of the other SecondNon-Lien Creditors ABL Secured Parties it represents shall have no any duty to the First-Lien Revolving Collateral Agent or any Revolving Secured Party, (ii) none of the other First-Lien Creditors, and the First-Lien Revolving Collateral Agent and or the other First-Lien Creditors Revolving Secured Parties shall have no any duty to the Secondany Non-Lien ABL Collateral Agent or any Non-ABL Secured Party, (iii) none of any Note Collateral Agent or the Specified Note Secured Parties shall have any duty to any Crack Spread Hedging Secured Party (other Second-Lien Creditorsthan the Note Collateral Agent with respect to any Crack Spread Hedging Secured Counterparty to the extent set forth in the Note Security Agreement), and (iv) no Crack Spread Hedging Secured Party shall have any duty to the Note Collateral Agent or any Specified Note Secured Party, in each case 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 Holdings, the Borrower or any other Grantor (including under the Firstany Revolving Documents or Non-Lien Documents and the Second-Lien Credit ABL Documents), regardless of any knowledge thereof which that they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral Each Revolving Credit Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother Revolving Credit Claimholders, acknowledges and agrees that each of the Second-Lien Collateral Agent Term Loan Agents and the other Second-Lien Creditors have Term Loan Claimholders has 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 Credit Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Term Loan Agents and the other Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Each Term Loan Agent, on behalf of itself and the Second-Lien Creditorsother Term Loan Claimholders, acknowledges and agrees that each of the First-Lien Collateral Agent Revolving Credit Agents and the First-Lien Creditors have other Revolving Credit Claimholders has 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 Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided in this Agreement, the Revolving Credit Agents and the other Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent Term Loan Agents and the other Second-Lien Creditors Term Loan Claimholders shall have no duty to the First-Lien Collateral Agent Revolving Credit Agents or any of the other First-Lien CreditorsRevolving Credit Claimholders, and the First-Lien Collateral Agent Revolving Credit Agents and the other First-Lien Creditors Revolving Credit Claimholders shall have no duty to the Second-Lien Collateral Agent Term Loan Agents or any of the other Second-Lien CreditorsTerm Loan 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 Holdings, the any Borrower or any other Grantor (including under the First-Lien Revolving Credit Loan Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Term Loan Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentseach other Term Loan Claimholder, acknowledges and agrees that each none of the Second-Lien Pari Passu Collateral Agent and the or any other Second-Lien Creditors have ABL Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Term Loan Documents, the ownership of any Term Loan Priority Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit respective ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Pari Passu Collateral Agent and each ABL Agent, on behalf of itself and the Second-Lien Creditorseach other ABL Claimholder, acknowledges and agrees that each none of the First-Lien Term Loan Collateral Agent and the First-Lien Creditors have or any other Term Loan Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien Term Loan Documents, the ownership of any Term Loan Priority Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Pari Passu Collateral Agent and the other Second-Lien Creditors ABL Claimholders shall have no duty to the First-Lien Term Loan Collateral Agent or any of the other First-Lien CreditorsTerm Loan Claimholder, and the First-Lien Term Loan Collateral Agent and the other First-Lien Creditors Term Loan Claimholders shall have no duty to the Second-Lien Pari Passu Collateral Agent or any of the other Second-Lien CreditorsABL Claimholder, 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 New Grantor (including under the First-Lien Term Loan Documents and the Second-Lien Credit ABL Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral ABL Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders, acknowledges and agrees that Notes Agent and each of the Second-Lien Collateral Agent and the other Second-Lien Creditors Notes Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the Second-Notes Documents, any Other Pari Passu Lien Credit DocumentsObligations Agreement, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise expressly provided herein, Notes Agent and the other Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Notes Documents or the Other Pari Passu Lien Credit Documents Obligations Agreement in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Notes Agent, on behalf of itself and the Second-Lien CreditorsNotes Claimholders, acknowledges and agrees that ABL Agent and each of the First-Lien Collateral Agent and the First-Lien Creditors other ABL Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the First-Lien ABL Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise expressly provided herein, ABL Agent and the other ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Except as expressly provided herein, Notes Agent and the other Second-Lien Creditors Notes Claimholders shall have no duty to the First-Lien Collateral ABL Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien Collateral ABL Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-Lien Collateral Notes Agent or any of the other Second-Lien CreditorsNotes Claimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien ABL Loan Documents and, the Notes Documents and the Second-Other Pari Passu Lien Credit DocumentsObligations Agreement), regardless of any knowledge thereof which they may have or be charged with. Notes Agent hereby waives to the fullest extent permitted by law any claim that may be had against ABL Agent or any other ABL Claimholder in the absence of gross negligence or willful misconduct arising out of any actions which ABL Agent or such other ABL Claimholder 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 of the Collateral and actions with respect to the collection of any claim for all or any part of the ABL Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such ABL Obligations. ABL Agent hereby waives to the fullest extent permitted by law any claim that may be had against Notes Agent or any other Notes Claimholder arising out of any actions which Notes Agent or such Notes Claimholder 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 of the Collateral and actions with respect to the collection of any claim for all or any part of the Notes Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Notes Obligations.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Loan Documents, acknowledges and agrees that each of the Second-Parity Lien Collateral Agent and the other Second-Parity Lien Creditors 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 Second-Parity Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Parity Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Parity Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Except as otherwise provided herein, the Parity Lien Collateral Agent, on behalf of itself and the Second-Parity Lien CreditorsClaimholders, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Parity Lien Collateral Agent and the other Second-Parity Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Parity Lien Collateral Agent or any of the other Second-Parity Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-First Lien Loan Documents and the Second-Parity Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral ABL Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders, acknowledges and agrees that each none of the Second-Lien Collateral Senior Secured Notes Agent and the other Second-Lien Creditors Senior Secured Notes Claimholders have made no 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 Credit other Senior Secured Notes Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Senior Secured Notes Agent and the Senior Secured Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Secured Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Senior Secured Notes Agent, on behalf of itself and the Second-Lien CreditorsSenior Secured Notes Claimholders, acknowledges and agrees that each none of the First-Lien Collateral ABL Agent and the First-Lien Creditors ABL Claimholders have made no 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 other ABL Loan Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided in this Agreement, the ABL Agent and the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Except as expressly provided herein (i) the Senior Secured Notes Agent and the other Second-Lien Creditors Senior Secured Notes Claimholders shall have no duty to the First-Lien Collateral ABL Agent or any of the ABL Claimholders, and (ii) the ABL Agent and the other ABL Claimholders shall have no duty to the Senior Secured Notes Agent or any of the other First-Lien CreditorsSenior Secured Notes Claimholders, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditorsin 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 Holdings, the Borrower or any other Grantor (including under the First-Lien ABL Loan Documents and the Second-Lien Credit Senior Secured Notes Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral AgentTrustee, on behalf of itself and the First-Lien Creditors under the First-Lien Documentseach Noteholder, acknowledges and agrees that each of neither the Second-Lien Collateral Intercreditor Agent and the other Second-Lien Creditors have nor any Senior Lender has made no 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 Credit Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Lender 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. The First-Lien Creditors will be entitled to Senior Lenders may 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 Collateral Agent and without regard to any rights or interests that the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent Trustee or any of the other First-Lien CreditorsNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Intercreditor Agent and the other First-Lien Creditors nor any Senior Lender shall have no any duty to the Second-Lien Collateral Agent Trustee or any of the other Second-Lien Creditors, Noteholder 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 Holdings, the Borrower Company or any other Grantor Subsidiary (including under the First-Lien Documents and the Second-Lien Credit Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Intercreditor Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Lender Claims, the Noteholder Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. (a) The First-Parity Lien Collateral Agent, for itself and on behalf of itself the Trustee, any other agent, trustee or representative for Parity Lien Debt and the First-Lien Creditors under the First-Lien DocumentsNoteholders, acknowledges and agrees that each of the SecondFirst-Lien Collateral Agent and the other Second-Lien Creditors Senior Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Lender Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Trustee or any of the Noteholders have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. The SecondNone of the First-Lien Agent nor any Senior Lender shall have any duty to the Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any of the Noteholders to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary thereof (including the Parity Lien Documents), regardless of any knowledge thereof that they may have or be charged with. (b) The First-Lien Agent, on behalf of itself and the Second-Lien CreditorsSenior Lenders, acknowledges and agrees that each of the First-Parity Lien Collateral Agent Agent, the Trustee, any other agent, trustee or representative for Parity Lien Debt and the First-Lien Creditors Noteholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Parity Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Noteholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the Parity Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-None of the Parity Lien Collateral Agent and the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, to act or refrain from acting in a manner which allows, or results inAgent, the occurrence or continuance of an event of default or default under any agreements with HoldingsTrustee, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.agent,

No Warranties or Liability. The First-Lien Collateral Revolving Credit Agent, on behalf of itself and the First-Lien Creditors Revolving Credit Claimholders under the First-Lien Revolving Credit Loan Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-Lien Creditors Note 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 Second-Lien Credit Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Collateral Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Note 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 CreditorsNote Claimholders, acknowledges and agrees that each of the First-Lien Collateral Revolving Credit Agent and the First-Lien Creditors Revolving Credit 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 Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the Revolving Credit Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Revolving Credit Loan 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 Creditors Note Claimholders shall have no duty to the First-Lien Revolving Credit Agent or any of the Revolving Credit Claimholders, and the Revolving Credit Agent and the Revolving Credit Claimholders shall have no duty to the Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien CreditorsNote 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Revolving Credit Loan Documents and the Second-Lien Credit Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral AgentTrustee, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsNoteholders, acknowledges and agrees that each of the Second-Lien Collateral Credit Agent and the other Second-Lien Creditors Senior Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Lien Credit Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Lender 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. The First-Lien Creditors will be entitled to Senior Lenders may 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 Collateral Agent and without regard to any rights or interests that the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent Trustee or any of the other First-Lien CreditorsNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Credit Agent and the other First-Lien Creditors nor any Senior Lender shall have no any duty to the Second-Lien Collateral Agent Trustee or any of the other Second-Lien Creditors, Noteholders 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 Holdings, the Borrower Company or any other Grantor Subsidiary thereof (including under the First-Lien Documents and the Second-Lien Credit Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Credit Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The First-Each Subordinated Lien Collateral AgentDebt Representative, on behalf of itself and the First-each applicable Subordinated Lien Creditors under the First-Lien DocumentsSecured Party, acknowledges and agrees that each of neither the Second-First Priority Lien Collateral Agent and the other Second-Trustee nor any First Priority Lien Creditors have Holder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-First Priority Lien Credit Debt Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-First Priority Lien Creditors Holders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-First Priority Lien Credit Debt 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-First Priority 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. The First-Lien Creditors will be entitled to Holders may manage and supervise their respective loans and extensions of credit under their respective First-without regard to any rights or interests that any Subordinated 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 Creditors shall have no duty to the First-Lien Collateral Agent Debt Representative or any of the other First-Subordinated Lien CreditorsSecured Parties have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-First Priority Lien Collateral Agent and the other First-Trustee nor any First Priority Lien Creditors Holder shall have no any duty to the Second-any Subordinated Lien Collateral Agent Debt Representative or any of the other Second-Subordinated Lien Creditors, 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 Holdings, the Borrower Company or any other Grantor Subsidiary thereof (including under the First-Subordinated Lien Documents and the Second-Lien Credit Debt Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Agreement, the First Priority Lien Collateral Trustee, the First Priority Lien Holders, the Subordinated Lien Debt Representatives and the Subordinated Lien Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectability of any of the Subordinated Lien Claims, the First Priority Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other Grantor’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

No Warranties or Liability. The First-Lien Revolving Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother Revolving Claimholders, acknowledges and agrees that each the Notes Collateral Agent has 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 Notes Documents, the ownership by any Grantor of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Notes Collateral Agent and the Notes Claimholders will be entitled to manage and supervise the Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Agent, on behalf of itself and the other Second-Lien Creditors Notes Claimholders, acknowledges and agrees that the Revolving Collateral Agent and the Revolving Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the Second-Lien Credit Revolving Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise expressly provided herein, the Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentExcept as expressly provided herein, on behalf of itself and the Second-Lien Creditors, acknowledges and agrees that each of the First-Lien Notes 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. The First-Lien Creditors 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 Collateral Agent and the other Second-Lien Creditors Notes Claimholders shall have no duty to the First-Lien Revolving Collateral Agent or any of the other First-Lien CreditorsRevolving Claimholders, and the First-Lien Revolving Collateral Agent and the other First-Lien Creditors Revolving Claimholders shall have no duty to the Second-Lien Notes Collateral Agent or any of and the other Second-Lien CreditorsNotes Claimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Revolving Loan Documents and the Second-Lien Credit Notes Documents), regardless of any knowledge thereof which they may have or be charged with. The Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, acknowledges and agrees that the Notes Collateral Agent may, but shall have no obligation to, take all such actions it determines to perfect or continue the perfection of the Notes Claimholders’ second-priority security interest in the Revolving Priority Collateral and the Notes Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection. The Notes Collateral Agent, on behalf of itself and the other Notes Claimholders, acknowledges and agrees that the Revolving Collateral Agent may, but shall have no obligation to, take all such actions it determines to perfect or continue the perfection of the Revolving Claimholders’ second-priority security interest in the Notes Priority Collateral and the Revolving Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection.

No Warranties or Liability. The First-Lien ABL Facility Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders, acknowledges and agrees that each of the Second-Lien Collateral Senior Secured Notes Agent and the other Second-Lien Creditors Senior Secured Note 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 Second-Lien Credit other Senior Secured Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Senior Secured Notes Agent and the Senior Secured Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Secured Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Senior Secured Notes Agent, on behalf of itself and the Second-Lien CreditorsSenior Secured Note Claimholders, acknowledges and agrees that each of the First-Lien ABL Facility Collateral Agent and the First-Lien Creditors other ABL 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the ABL Facility Collateral Agent and the other ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Other than as provided in Sections 5.3(c) and (d), The Second-Lien Collateral Senior Secured Notes Agent and the other Second-Lien Creditors Senior Secured Note Claimholders shall have no duty to the First-Lien ABL Facility Collateral Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien ABL Facility Collateral Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-Lien Collateral Senior Secured Notes Agent or any of the other Second-Lien CreditorsSenior Secured Note 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 Holdings, the Borrower or any other Grantor (including under the First-Lien ABL Loan Documents and the Second-Lien Credit Senior Secured Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral ABL Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders, acknowledges and agrees that each none of the Second-Lien Collateral Agent Trustee and the other Second-Lien Creditors have Fixed Asset Claimholders has made no 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 Credit other Fixed Asset Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Collateral Trustee and the other Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Fixed Asset Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral AgentTrustee, on behalf of itself and the Second-Lien CreditorsFixed Asset Claimholders, acknowledges and agrees that each none of the First-Lien Collateral ABL Agent and the First-Lien Creditors other ABL Claimholders have made no 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 other ABL Loan Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided in this Agreement, the ABL Agent and the other ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Except as expressly provided herein (i) the Collateral Agent Trustee and the other Second-Lien Creditors Fixed Asset Claimholders shall have no duty to the First-Lien Collateral ABL Agent or any of the other First-Lien CreditorsABL Claimholders, and (ii) the First-Lien Collateral ABL Agent and the other First-Lien Creditors ABL Claimholders shall have no duty to the Second-Lien Collateral Agent Trustee or any of the other Second-Lien CreditorsFixed Asset Claimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien ABL Loan Documents and the Second-Lien Credit Fixed Asset Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Each First Lien Collateral Agent, on behalf of itself and the First-related First Lien Creditors under the First-Lien DocumentsClaimholders, acknowledges and agrees that each that, except as set forth in the first sentence of the Second-Section 8.14, no Second Lien Collateral Agent and the or other Second-Second Lien Creditors Claimholders have made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Second Lien Credit Financing Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Financing Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Each Second Lien Collateral Agent, on behalf of itself and the Second-related Second Lien CreditorsClaimholders, acknowledges and agrees that each that, except as set forth in the first sentence of the First-Section 8.14, no First Lien Collateral Agent and the First-or other First Lien Creditors Claimholders have made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-First Lien Financing Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent Agents and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent Agents or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent Agents and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent Agents or any of the other Second-Second Lien CreditorsClaimholders, 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 Obligor (including under the First-First Lien Documents and the Second-Second Lien Credit Financing Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral AgentTrustee, on behalf of itself and the First-Lien Creditors under the First-Lien Documentseach Noteholder, acknowledges and agrees that each of neither the Second-Lien Collateral Intercreditor Agent and the other Second-Lien Creditors have nor any Senior Lender has made no 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 Credit Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Lender 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. The First-Lien Creditors will be entitled to Senior Lenders may 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 Collateral Agent and without regard to any rights or interests that the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent Trustee or any of the other First-Lien CreditorsNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Intercreditor Agent and the other First-Lien Creditors nor any Senior Lender shall have no any duty to the Second-Lien Collateral Agent Trustee or any of the other Second-Lien Creditors, Noteholder 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 Holdings, the Borrower Company or any other Grantor Subsidiary thereof (including under the First-Lien Documents and the Second-Lien Credit Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Intercreditor Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The First-Lien Collateral Agent, on behalf of itself and the First-Lien Lenders and Hedge Creditors under the First-Lien Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-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 Second-Lien Credit 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 loans, notes and extensions of credit under the 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 CreditorsLenders, acknowledges and agrees that each of the First-Lien Collateral Agent and the First-Lien Lenders and Hedge 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 Lender 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 loans, notes 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 Collateral Agent and the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-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 any of Holdings, the either Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Super Senior Collateral Agent, for itself and on behalf of itself and the First-Lien Creditors under the First-Lien Documentseach other Super Senior Claimholder, acknowledges and agrees that each of the Second-Subordinated Lien Collateral Agent and the other Second-Subordinated Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Subordinated Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Subordinated Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Subordinated Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Subordinated Lien Collateral Agent, for itself and on behalf of itself and the Second-each other Subordinated Lien CreditorsClaimholder, acknowledges and agrees that each of the First-Lien Super Senior Collateral Agent and the First-Lien Creditors Super Senior Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien Super Senior Securities Purchase Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon, in each case whether existing on or prior to the date hereof or otherwise. The First-Lien Creditors Except as otherwise provided herein, the Super Senior Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the Super Senior Securities Purchase Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Subordinated Lien Collateral Agent and the other Second-Subordinated Lien Creditors Claimholders shall have no duty to the First-Super Senior Collateral Agent or any of the other Super Senior Claimholders, and the Super Senior Collateral Agent and the Super Senior Claimholders shall have no duty to the Subordinated Lien Collateral Agent or any of the other First-Subordinated Lien CreditorsClaimholders, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, 168776.01000/150935587v.4 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 Company or any other Grantor (including under the First-Lien Super Senior Securities Purchase Documents and the Second-Subordinated Lien Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral AgentTrustee, for itself and on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Credit Documents, acknowledges and agrees that each of the Second-Collateral Agent, the Second Lien Collateral Agent Lender and the other Second-Second Lien Creditors 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 Second-Lien Credit Transaction Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself Claimholders acknowledge and agree that the First Lien Trustee and the Second-other First Lien Creditors, acknowledges and agrees that each of the First-Lien Collateral Agent and the First-Lien Creditors 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 Transaction Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent Trustee or any of other the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent Lender or any of the other Second-Second Lien CreditorsClaimholders, 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 Subsidiary Guarantor (including under the First-First Lien Credit Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral AgentTrustee, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsNoteholders, acknowledges and agrees that each of the Second-Lien Collateral Credit Agent and the other Second-Lien Creditors Senior Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Lien Credit Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Lender 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. The First-Lien Creditors will be entitled to Senior Lenders may 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 Collateral Agent and without regard to any rights or interests that the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent Trustee or any of the other First-Lien CreditorsNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Credit Agent and the other First-Lien Creditors nor any Senior Lender shall have no any duty to the Second-Lien Collateral Agent Trustee or any of the other Second-Lien Creditors, Noteholders 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 Holdings, the Borrower Company or any other Grantor Subsidiary thereof (including under the First-Lien Documents and the Second-Lien Credit Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Credit Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company's, the Canadian Borrowers' (as defined in the Senior Credit Agreement), the Guarantors' (as defined in the Senior Credit Agreement) or any Subsidiary's title to or right to transfer any of the Common Collateral, or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The First-Lien Revolving Credit Collateral Agent, on behalf of itself and the First-Lien Creditors Revolving Credit Claimholders under the First-Lien Revolving Credit Loan Documents, acknowledges and agrees that each of the Second-Lien Term Loan Collateral Agent and the other Second-Lien Creditors Term Loan 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 Second-Lien Credit Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided in this Agreement, the Term Loan Collateral Agent and the Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Term Loan Collateral Agent, on behalf of itself and the Second-Lien CreditorsTerm Loan Claimholders, acknowledges and agrees that each of the First-Lien Revolving Credit Collateral Agent and the First-Lien Creditors Revolving Credit 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 Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided in this Agreement, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. , The Second-Lien Term Loan Collateral Agent and the other Second-Lien Creditors Term Loan Claimholders shall have no duty to the First-Lien Revolving Credit Collateral Agent or any of the other First-Lien CreditorsRevolving Credit Claimholders, and the First-Lien Revolving Credit Collateral Agent and the other First-Lien Creditors Revolving Credit Claimholders shall have no duty to the Second-Lien Term Loan Collateral Agent or any of the other Second-Lien CreditorsTerm Loan 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Revolving Credit Loan Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First-Priority Lien Collateral Agent, for itself and on behalf of itself and the First-holders of Priority Lien Creditors under the First-Lien DocumentsObligations, acknowledges and agrees that each of that, except for the Second-representations and warranties set forth in Article IV, neither the Parity Junior Lien Collateral Agent and the nor any other Second-holder of Parity Junior Lien Creditors have Obligations has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Parity Junior Lien Credit 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 Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Parity Junior Lien Collateral Agent, for itself and on behalf of itself and the Second-holders of Parity Junior Lien CreditorsObligations, acknowledges and agrees that each of that, except for the First-representations and warranties set forth in Article IV, neither the Priority Lien Collateral Agent and the First-nor any other holder of Priority Lien Creditors have Obligations has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. . (b) The First-Lien Creditors 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-Parity Junior Lien Collateral Agent and the other Second-holders of Parity Junior Lien Creditors Obligations shall have no express or implied duty to the First-Priority Lien Collateral Agent or any holder of the other First-Priority Lien CreditorsObligations, and the First-Priority Lien Collateral Agent and the other First-holders of Priority Lien Creditors Obligations shall have no express or implied duty to the Second-Parity Junior Lien Collateral Agent or any holder of the other Second-Parity Junior Lien CreditorsObligations, 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 HoldingsPriority Lien Document and any Parity Junior Lien Document (other than, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documentsin each case, this Agreement), regardless of any knowledge thereof which they may have or be charged with. (c) The Parity Junior Lien Collateral Agent, for itself and on behalf of the holders of Parity Junior Lien Obligations, agrees no holder of Priority Lien Obligations shall have any liability to the Parity Junior Lien Collateral Agent or any other holder of Parity Junior Lien Obligations, and hereby waives any claim against any holder of Priority Lien Obligations, arising out of any and all actions which the Priority Lien Collateral Agent or the holders of Priority Lien Obligations may take or permit or omit to take, with respect to (i) the Priority Lien Documents (other than this Agreement), (ii) the collection of the Priority Obligations or (iii) the maintenance of, the preservation of, the foreclosure upon or the Disposition of any Collateral or the failure to give notices hereunder.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-other First Lien Creditors Claimholders under the First-First Lien Loan Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second-other Second Lien CreditorsObligations, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-other First Lien Creditors 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-First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 Holdings, the Borrower or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Each First Lien Representative and each First Lien Collateral Agent, on behalf of itself and the First-each other First Lien Creditors under the First-Lien DocumentsClaimholder represented by it, acknowledges and agrees that each of the Second-no Second Lien Collateral Agent and the Representative or other Second-Second Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Second Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors 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 Representative or other First 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 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 the Second-First Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Representatives, 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. The First-Lien Creditors 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 Collateral Agent Agents and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Representatives, the First Lien Collateral Agent Agents or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Representatives, the First Lien Collateral Agent Agents and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Representatives, the Second Lien Collateral Agent Agents or any of the other Second-Second Lien CreditorsClaimholders, 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 First-First Lien Loan Documents and the Second-Second Lien Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Senior Lien Collateral Agent, for itself and on behalf of itself and the First-Senior Lien Creditors Claimholders under the First-its Senior Lien Note Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Lien Creditors 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 Second-Second Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Subject to the provisions of this Agreement, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself Claimholders acknowledge and agree that the Second-Lien Creditors, acknowledges and agrees that each of the First-Senior Lien Collateral Agent and the First-Senior Lien Creditors 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-Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Senior Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Lien Creditors Claimholders shall have no duty to the First-Senior Lien Collateral Agent or any of the other First-Senior Lien CreditorsClaimholders, and the First-Senior Lien Collateral Agent and the other First-Senior Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Lien Creditors, 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 Holdings, the Borrower Issuer or any other Grantor Issuer Subsidiary (including under the First-Senior Lien Note Documents and the Second-Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documents, acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-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 Second-Lien Credit 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 the Obligations under the Second-Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriateappropriate in accordance with the terms of the Second-Lien Documents. 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. The First-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit the Obligations under their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriateappropriate in accordance with the terms of the First-Lien Documents. The Second-Lien Collateral Agent and the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-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 Holdings, the Borrower Parent or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien ABL Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders represented by it, acknowledges and agrees that each of the Second-Lien Senior Term Collateral Agent Agents and the other Second-Lien Creditors Senior Term Claimholders and each of the Junior Term Collateral Agents and the Junior Term Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Senior Term Loan Documents or Junior Term Loan Documents, the ownership of any ABL Priority Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided herein, the Senior Term Claimholders and the Junior Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit applicable Senior Term Loan Documents or Junior Term Loan Documents, as applicable, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Each Senior Term Collateral Agent, on behalf of itself and the Second-Lien CreditorsSenior Term Claimholders represented by it, and each Junior Term Collateral Agent, on behalf of itself and the Junior Term Claimholders represented by it, acknowledges and agrees that each of the First-Lien ABL Collateral Agent and the First-Lien Creditors ABL Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien ABL Loan Documents, the ownership of any ABL Priority Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the applicable ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Each Senior Term Collateral Agent and the other Second-Lien Creditors Senior Term Claimholders represented by it and each Junior Term Collateral Agent and the Junior Term Claimholders represented by it, shall have no duty to the First-Lien ABL Collateral Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien ABL Collateral Agent and the other First-Lien Creditors ABL Claimholders represented by it shall have no duty to the Second-Lien any Senior Term Collateral Agent or any of the other Second-Lien CreditorsSenior Term Claimholders or any Junior Term Collateral Agent or any of the Junior Term 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 Holdings, the Parent Borrower or any other Grantor (including under the First-Lien ABL Loan Documents, the Senior Term Loan Documents and the Second-Lien Credit Junior Term Loan Documents), regardless of any knowledge thereof with which they may have or be otherwise charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-each First Lien Creditors under the First-Lien DocumentsClaimholder, acknowledges and agrees that each of the Second-no Second Lien Collateral Agent and the other Second-or Second Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Second Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself and the Second-each Second Lien CreditorsClaimholder, acknowledges and agrees that each of the First-no First Lien Collateral Agent and the First-or First Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 either Borrower or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Collateral Indenture Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsIndenture Holders, acknowledges and agrees that each of the Second-Lien Collateral Credit Facility Agent and the other Second-Lien Creditors Credit Facility Claim Holders 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 Credit Facility Documents, the ownership of any Common 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 Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Facility Agent, on behalf of itself and the Second-Lien CreditorsCredit Facility Claim Holders, acknowledges and agrees that each of the First-Lien Collateral Indenture Agent and the First-Lien Creditors Indenture Holders 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 Indenture Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Credit Facility Claim Holders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the Credit Facility Documents in accordance with law and as they may otherwisemay, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent , and the other Second-Lien Creditors shall have no duty Credit Facility Claim Holders may manage their loans and extensions of credit without regard to any rights or interests that the First-Lien Collateral Indenture Agent or any of the other First-Lien CreditorsIndenture Holders have in the Credit Facility Priority Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Credit Facility Agent and the other First-Lien Creditors nor any Credit Facility Claim Holder shall have no any duty to the Second-Lien Collateral Indenture Agent or any of the other Second-Lien Creditors, Indenture Holders 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 Company or any other Grantor (including the Indenture Documents), regardless of any knowledge thereof which they may have or be charged with. The Indenture Holders will be entitled to manage and supervise their respective loans and extensions of credit under the First-Lien Indenture Documents as they may, in their sole discretion, deem appropriate, and the Second-Lien Indenture Holders may manage their loans and extensions of credit without regard to any rights or interests that the Credit Facility Agent or any of the Credit Facility Claim Holders have in the Indenture Priority Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Indenture Agent nor any Indenture Holder shall have any duty to the Credit Facility Agent or any of the Credit Facility Claim Holders 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 Credit Facility Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First-Lien Collateral Senior Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentsapplicable First Priority Lenders, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Lien Creditors Second Priority Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Lien Credit Second Priority Documents, the Second Priority Claims, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. . (b) The Second-Second Lien Creditors will be entitled to manage Agent and supervise their respective loans and extensions each of credit under the 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 Creditors, Second Priority Lenders acknowledges and agrees that each of the First-Lien Collateral Senior Agent and the First-Lien Creditors First Priority Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-Lien First Priority Documents, the First Priority Claims, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. . (c) The First-Lien Creditors First Priority Lenders and the Second Priority Lenders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the First Priority Documents in accordance with law and or the Second Priority Documents, as applicable, as they may otherwisemay, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent , and the other Second-First Priority Lenders and the Second Priority Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Second Lien Creditors shall have no duty to Agent, any of the First-Lien Collateral Second Priority Lenders the Senior Agent or any of the other First-First Priority Lenders, as applicable, have in the Common Collateral, except as otherwise provided in this Agreement. None of the Senior Agent, any First Priority Lender, the Second Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors any Second Priority Lender shall have no any duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, 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 Holdingsthe Company, the Borrower any Borrower, or any other Grantor Subsidiary thereof (including under the First-Lien Second Priority Documents and or the Second-Lien Credit First Priority Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First-Lien Collateral Junior Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsJunior Lenders, acknowledges and agrees that each of the Second-Lien Collateral Senior Agent and the other Second-Lien Creditors Senior Lenders have made no express or implied representation or warranty, including including, without limitation, with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Lien Credit Senior Lender Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Agent and the Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under to the Second-Lien Credit Documents GenTek Obligors and any other subsidiary of GenTek 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 Senior 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. The First-Lien Creditors will be entitled to Senior Lenders may 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 Collateral Agent and without regard to any rights or interests that the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Junior Agent or any of the other First-Lien Creditors, and Junior Lenders have in the First-Lien Shared Collateral or otherwise. Neither the Senior Agent and the other First-Lien Creditors nor any Senior Lender shall have no any duty to the Second-Lien Collateral Junior Agent or any of the other Second-Lien Creditors, Junior Lenders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdingsany GenTek Obligor (including, without limitation, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Junior Lender Documents), regardless of any knowledge thereof which they may have or be charged with. (b) The Senior Agent, on behalf of itself and the Senior Lenders, acknowledges and agrees that each of the Junior Agent and the Junior Lenders have made no express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Junior Lender Documents. The Junior Agent and the Junior Lenders will be entitled to manage and supervise their respective extensions of credit to GenTek in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Junior Agent and the Junior Lenders may manage their extensions of credit without regard to any rights or interests that the Senior Agent or any of the Senior Lenders have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Except as provided in this Agreement, neither the Junior Agent nor any Junior Lender shall have any duty to the Senior Agent or any of the Senior Lenders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with GenTek (including, without limitation, the Senior Lender Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First-Lien Collateral Term Loan Agent, for itself and on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother Term Loan Secured Parties, acknowledges and agrees that each of the Second-Lien Collateral Revolving Loan Agent and the other Second-Lien Creditors Revolving Loan 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 Credit Revolving Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that the Revolving Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Revolving 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 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. The First-Lien Creditors will be entitled to Revolving Loan Secured Parties may 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 Collateral Agent and without regard to any rights or interests that the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Term Loan Agent or any of the other First-Lien CreditorsTerm Loan Secured Parties have in the Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Revolving Loan Agent and nor any of the other First-Lien Creditors Revolving Loan Secured Parties shall have no any duty to the Second-Lien Collateral Term Loan Agent or any of the other Second-Lien Creditors, 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with. (b) The Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties, acknowledges and agrees that each of the Term Loan Agent and the other Term Loan 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 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 Term Loan Documents in accordance with 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 Term Loan Agent nor any of the other 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 agreements with any Grantor (including the Revolving Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien (i) Each of the ABL Facility Collateral Agent, on behalf of itself and the First-Lien Creditors under other ABL Facility Secured Parties, and each Junior Priority Collateral Agent, on behalf of itself and the First-Lien Documentsother Junior Priority Secured Parties, acknowledges and agrees that each of the Second-Lien Term Loan Collateral Agent Agents and the other Second-Lien Creditors Term Loan Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Term Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit their respective Term 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 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. The First-Lien Creditors 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 Term Loan Collateral Agent and the other Second-Lien Creditors Term Loan Secured Parties shall have no duty to the First-Lien ABL Facility Collateral Agent, any of the ABL Facility Secured Parties, any Junior Priority Collateral Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, Junior Priority 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 Holdings, the Borrower Company or any other Grantor (including under the First-Lien Term Loan Documents, the Junior Priority Documents and the Second-Lien Credit ABL Facility Documents), regardless of any knowledge thereof which they may have or be charged with. (ii) Each of each Junior Priority Collateral Agent, on behalf of itself and the other Junior Priority Secured Parties, and each Term Loan Collateral Agent, on behalf of itself and the other Term Loan Secured Parties, acknowledges and agrees that the ABL Facility Collateral Agent and the ABL 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 ABL Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Facility Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The ABL Facility Collateral Agent and the ABL Facility Secured Parties shall have no duty (including no fiduciary duty) to any Junior Priority Collateral Agent, any of the Junior Priority Secured Parties, each Term Loan Collateral Agent or any of the 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 the Company or any Grantor (including the Term Loan Documents, the Junior Priority Documents and the ABL Facility Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Each Senior Lien Representative and each Senior Lien Collateral Agent, on behalf of itself and the First-each other Senior Lien Creditors under the First-Lien DocumentsClaimholder represented by it, acknowledges and agrees that each of the Second-no Junior Lien Collateral Agent and the Representative or other Second-Junior Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Junior Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Junior Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Junior Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Each Xxxxxx Xxxx Representative and each Junior Lien Collateral Agent, on behalf of itself and the Second-each other Junior Lien CreditorsClaimholder represented by it, acknowledges and agrees that each of the First-no Senior Lien Collateral Agent and the First-Representative or other Senior Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the Senior Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-the Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Junior Lien Representatives, the Junior Lien Collateral Agent Agents and the other Second-Junior Lien Creditors Claimholders shall have no duty to the First-Senior Lien Representatives, the Senior Lien Collateral Agent Agents or any of the other First-Senior Lien CreditorsClaimholders, and the First-Senior Lien Representatives, the Senior Lien Collateral Agent Agents and the other First-Senior Lien Creditors Claimholders shall have no duty to the Second-Junior Lien Representative, the Junior Lien Collateral Agent Agents or any of the other Second-Junior Lien CreditorsClaimholders, 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 Company (including under the First-Senior Lien Documents and the Second-Junior Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Loan Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors 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 Second-Second Lien Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsObligations, acknowledges and agrees that each of the First-First Lien Collateral Agent and the First-First Lien Creditors 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-First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, 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 Company or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The First-Second Lien Collateral Agent, on behalf of itself and the First-Second Lien Creditors under the First-Lien DocumentsLenders, acknowledges and agrees that each of the Second-First Lien Collateral Agent and the other Second-First Lien Creditors have Lenders has made no express or implied representation or warranty, including including, without limitation, with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-First Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-First Lien Creditors Lenders will be entitled to manage and supervise their respective loans and extensions of credit under to the Second-First Lien Credit Documents Borrower 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-First 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. The First-Lien Creditors will be entitled to Lenders may manage and supervise their respective loans and extensions of credit under their respective First-without regard to any rights or interests that the Second 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 Creditors shall have no duty to the First-Lien Collateral Agent or any of the other First-Second Lien CreditorsLenders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-First Lien Collateral Agent and the other First-nor any First Lien Creditors Lender shall have no any duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien Creditors, Lenders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the any Borrower or any other Grantor Guarantor (including under including, without limitation, the First-Second Lien Documents and the Second-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with. (b) The First Lien Agent, on behalf of itself and the First Lien Lenders, acknowledges and agrees that each of the Second Lien Agent and the Second Lien Lenders has made no express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Documents. The Second Lien Lenders will be entitled to manage and supervise their respective loans to the Second Lien Borrower in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Second Lien Lenders may manage their loans and extensions of credit without regard to any rights or interests that the First Lien Agent or any of the First Lien Lenders have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Second Lien Agent nor any Second Lien Lender shall have any duty to the First Lien Agent or any of the First Lien Lenders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Borrower or any Guarantor (including, without limitation, the First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The First-Lien Each ABL Collateral Agent, on behalf of itself and the First-Lien Creditors under the First-Lien DocumentsABL Claimholders represented by it, acknowledges and agrees that each of the Second-Lien Fixed Asset Collateral Agent Agents and the other Second-Lien Creditors Fixed Asset Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Lien Credit Fixed Asset Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Except as otherwise provided herein, the Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit applicable Fixed Asset Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Each Fixed Asset Collateral Agent, on behalf of itself and the Second-Lien CreditorsFixed Asset Claimholders represented by it, acknowledges and agrees that each of the First-Lien ABL Collateral Agent Agents and the First-Lien Creditors ABL Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-Lien ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien the applicable ABL Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Each Fixed Asset Collateral Agent and the other Second-Lien Creditors Fixed Asset Claimholders represented by it shall have no duty to the First-Lien any ABL Collateral Agent or any of the other First-Lien CreditorsABL Claimholders, and the First-Lien each ABL Collateral Agent and the other First-Lien Creditors ABL Claimholders represented by it shall have no duty to the Second-Lien any Fixed Asset Collateral Agent or any of the other Second-Lien CreditorsFixed Asset 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 Holdings, the Borrower Company or any other Grantor (including under the First-Lien ABL Loan Documents and the Second-Lien Credit Fixed Asset Loan Documents), regardless of any knowledge thereof with which they may have or be otherwise charged with.

No Warranties or Liability. (a) The First-Lien Collateral Subordinated Agent, on behalf of itself and the First-Lien Creditors under the First-Lien Documentsother Subordinated Financing Parties, acknowledges and agrees that each of the Second-Lien Collateral Agent and the other Second-Lien Creditors have Senior Financing Parties has 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 Credit Senior Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Financing Parties will be entitled to manage and supervise their respective loans and extensions of credit under to the Second-Lien Credit Documents Borrowers 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. The First-Lien Creditors will be entitled to Senior Financing Parties may manage and supervise their respective loans and extensions of credit under their respective First-Lien Documents without regard to any rights or interests that the Subordinated Financing Parties have in accordance with law and as they may the Common Collateral or otherwise, except as otherwise provided in their sole discretion, deem appropriatethis Agreement. The Second-Lien Collateral Neither the Senior Agent and the nor any other Second-Lien Creditors Senior Financing Party shall have no any duty to the First-Lien Collateral Subordinated Agent or any of the other First-Lien Creditors, and the First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, Subordinated Financing 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 Holdings, the Borrower or any other Grantor (including under the First-Lien Documents and the Second-Lien Credit Documents)Senior Borrower, regardless of any knowledge thereof which they may have or be charged with. (b) The Senior Agent, on behalf of itself and the other Senior Financing Parties, acknowledges and agrees that each of the Subordinated Financing Parties has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Subordinated Documents. The Subordinated Financing Parties will be entitled to manage and supervise their respective loans and extensions of credit to the Subordinated Borrower in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Subordinated Financing Parties may manage their loans and extensions of credit without regard to any rights or interests that the Senior Financing Parties have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Subordinated Agent nor any of the other Subordinated Financing Parties shall have any duty to the Senior Financing 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 Subordinated Borrower, regardless of any knowledge thereof which they may have or be charged with. Exh. F-20

No Warranties or Liability. The First-Lien Collateral AgentTrustee, on behalf of itself and the First-Lien Creditors under the First-Lien Documentseach Noteholder, acknowledges and agrees that each of neither the Second-Lien Collateral Intercreditor Agent and the other Second-Lien Creditors have nor any Senior Lender has made no 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 Credit Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Credit Senior Lender 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. The First-Lien Creditors will be entitled to Senior Lenders may 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 Collateral Agent and without regard to any rights or interests that the other Second-Lien Creditors shall have no duty to the First-Lien Collateral Agent Trustee or any of the other First-Lien CreditorsNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the First-Lien Collateral Intercreditor Agent and the other First-Lien Creditors nor any Senior Lender shall have no any duty to the Second-Lien Collateral Agent Trustee or any of the other Second-Lien Creditors, Noteholder 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 Holdings, the Borrower Company or any other Grantor Subsidiary thereof (including under the First-Lien Documents and the Second-Lien Credit Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Intercreditor Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company's title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.