Common use of No Warranties or Liability Clause in Contracts

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

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that each of the Notes Agent First Lien Agents and the Note First Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent First Lien Agents and the Note First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Each First Lien Agent, on behalf the Note of their respective First Lien Claimholders, acknowledges and agrees that the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent First Lien Agents and the Note First Lien Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent First Lien Agents or any of the other Note First Lien Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Note First Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

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

No Warranties or Liability. The ABL AgentNotes Representative hereby acknowledges and agrees, on behalf of itself and the ABL ClaimholdersNotes Secured Parties, acknowledges and agrees that each of the Notes Agent Debentures Representative and the Note Claimholders Debenture 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 other Note Debenture Documents, the ownership of any Collateral Debenture or Shared Collateral, the perfection or priority of any Liens thereonthereon or the enforceability of any waivers granted herein. Except as otherwise provided in this Agreement, the Notes Agent The Debentures Representative and the Note Claimholders holders of Debentures will be entitled to manage and supervise their respective loans and extensions of credit securities under the Note Debenture Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes AgentDebentures Representative and, on behalf by virtue of accepting the Note ClaimholdersDebentures, acknowledges the holders of Debentures, hereby acknowledge and agrees agree that the ABL Agent Notes Representative and the other ABL Claimholders Notes 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 other ABL Loan NISA Documents, the ownership of any Notes or Shared Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders The Notes Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit securities under their respective ABL Loan NISA Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent Debentures Representative and the Note Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders Debenture Secured Parties shall have no duty to the Notes Agent Representative or any of the other Note ClaimholdersNotes Secured Parties, and the Notes Representative and the Notes Secured Parties shall have no duty to the Debentures Representative or any of the Debenture 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 GWG Life, GWG Holdings or their Affiliates (including the ABL Loan NISA Documents and the Note Debenture Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Senior Agent, on behalf of itself and the ABL ClaimholdersSenior Creditors under the Senior Debt Documents, acknowledges and agrees that each of the Notes Trustee and 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 Subordinated Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Subordinated Creditor will be entitled to manage and supervise their respective loans and extensions of credit under the Subordinated Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Trustee and the Subordinated Creditor acknowledges and agrees that each of the Senior Agent and the Note Claimholders 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 other Note Senior Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders The Senior Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Note their respective Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, acknowledges and agrees that the ABL Agent Trustee and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Claimholders Subordinated Creditor shall have no duty to the ABL Senior Agent or any of the ABL Claimholdersother Senior Creditors, and the ABL Senior Agent and the other ABL Claimholders Senior Creditors shall have no duty to the Notes Agent Trustee or any of the other Note ClaimholdersSubordinated Creditor, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an a default or event of default or default under any agreements with the Company or any other Grantor (including under the ABL Loan Senior Debt Documents and the Note Subordinated Debt Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, Agent acknowledges and agrees that each of the Notes Term Loan Agent and the Note other 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 other Note Term Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided in this Agreementherein, the Notes Agent and the Note Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, Term Loan Agent acknowledges and agrees that the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Loan Agent and the Note other Term Loan Claimholders shall have no duty to the ABL Agent or any of the other ABL ClaimholdersClaimholder, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Term Loan Agent or any of the other Note ClaimholdersTerm Loan Claimholder, to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Note Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, Agent acknowledges and agrees that each none of the Notes Agent and the Note Term Loan 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 other Note Term Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided in this Agreementherein, the Notes Agent and the Note Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Term Loan Agent acknowledges and agrees that none of the ABL Claimholders 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 ABL Documents, the ownership of any Collateral, or the perfection or priority of any Liens thereon. 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 ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, acknowledges and agrees that the ABL Agent and the 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 other ABL Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any of the other Note Term 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 any Grantor (including the ABL Loan Documents and the Note Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL First Lien Agent, for and on behalf of the ABL ClaimholdersFirst Lien Lenders, acknowledges and agrees that each of neither the Notes Second Lien Agent and the Note Claimholders have nor any other Noteholder has made no any express or implied representation or warranty, including including, without limitation, with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Noteholder Debt or the Noteholder Documents. The Second Lien Agent, for and on behalf of the Noteholders, acknowledges and agrees that neither the First Lien Agent nor any other Note DocumentsFirst Lien Lender has made any express or implied representation or warranty, including, without limitation, with respect to the ownership execution, validity, legality, completeness, collectibility, or enforceability of any Collateral of the First Lien Debt or the perfection or priority of any Liens thereonFirst Lien Lender Documents. Except as otherwise provided in this Agreement, the Notes The First Lien Agent and the Note Claimholders other First Lien Lenders will be entitled to manage and supervise their respective loans and extensions of credit under to the Note Documents Borrower in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf and the Note Claimholders, acknowledges and agrees that the ABL First Lien Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders will be entitled to First Lien Lenders may manage and supervise their respective loans and extensions of credit under their respective ABL Loan Documents without regard to any rights or interests that the Second Lien Agent or any other Noteholder have in accordance with law and as they may the Collateral or otherwise, except as otherwise expressly provided in their sole discretion, deem appropriatethis Agreement. The Notes First Lien Agent and the Note Claimholders other First Lien Lenders shall have no duty to the ABL Second Lien Agent or any of the ABL Claimholdersother Noteholder, and the ABL Second Lien Agent and the other ABL Claimholders Noteholders shall have no duty to the Notes First Lien Agent or any of the other Note ClaimholdersFirst Lien Lender, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor Obligor (including including, without limitation, the ABL Loan Noteholder Documents and the Note First Lien Lender Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that each of the Notes Agent Agents and the Note Notes 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 other Note Notes Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the respective Notes Agent and the Note Claimholders will be entitled to manage and supervise their respective loans Note holdings and extensions of credit under the Note respective Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Each Notes Agent, on behalf the Note its respective Notes Claimholders, acknowledges and agrees that the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Each Notes Agent and the Note its respective Notes Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the any Notes Agent or any of the other Note Notes Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Note Notes Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Revolving Collateral Agent, on behalf of the ABL 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, collectibility, or enforceability of any of the 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 Note 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 the Notes Claimholders, acknowledges and agrees that the 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 other Note Revolving Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided in this Agreementherein, the Notes Agent and the Note Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, acknowledges and agrees that the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 ABL Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Except as expressly provided herein, the Notes Collateral Agent and the Note Notes Claimholders shall have no duty to the ABL Revolving Collateral Agent or any of the ABL Revolving Claimholders, and the ABL Revolving Collateral Agent and the other ABL Revolving Claimholders shall have no duty to the Notes Collateral Agent or any of the other Note and Notes 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 any Grantor (including the ABL Revolving Loan Documents and the Note Notes Documents), regardless of any knowledge thereof which they may have or be charged with.

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

No Warranties or Liability. The ABL Agent, on behalf of itself and the ABL ClaimholdersClaimholders represented by it, acknowledges and agrees that each of the Notes Term Agent and the Note 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 other Note Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreementherein, the Notes Agent and the Note Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note applicable Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Agent, on behalf of itself and the Note ClaimholdersTerm Claimholders represented by it, acknowledges and agrees that each of the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 the applicable ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Agent and the Note Term Claimholders represented by it shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders represented by it shall have no duty to the Notes Term Agent or any of the other Note 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 the Company or any other Grantor (including the ABL Loan Documents and the Note Term Loan Documents), regardless of any knowledge thereof with which they may have or be otherwise charged with.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that each of the Notes Agent and the 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 other Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, acknowledges and agrees that the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, including, without limitation, matters relating to cash, cash management, reserves, blocked accounts, lockbox accounts and management of the borrowing base. The Notes Agent and the Note Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any of the other 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 any Grantor (including the ABL Loan Documents and the Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that each none of the Notes Agent Term Agents and the Note Term 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 other Note Term Loan Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent Term Agents and the Note Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Documents Term Loan Documents, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Each Term Agent, on behalf of the Note applicable Term Claimholders, acknowledges and agrees that none of the ABL Agent and the other ABL 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 other ABL Loan Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided hereinin 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 the ABL Loan Documents Documents, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent Except as expressly provided herein (i) the Term Agents and the Note Term Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, Claimholders and (ii) the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent Term Agents or any of the other Note Term 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 any Grantor (including the ABL Loan Documents and the Note Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

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

No Warranties or Liability. (a) The ABL Credit Agreement Collateral Agent, on behalf of the ABL itself and its Related Claimholders, acknowledges and agrees that each of the Notes that, except as set forth in Section 8.14, no Term Loan Collateral Agent and the Note or other Term Loan 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 other Note Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent and the Note The Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes . (b) Each Term Loan Collateral Agent, on behalf the Note of itself and its Related Claimholders, acknowledges and agrees that that, except as set forth in Section 8.14, neither the ABL Credit Agreement Collateral Agent and the nor other ABL 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Agent and the other The ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective the ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. . (c) The Notes Agent Term Loan Collateral Agents and the Note other Term Loan Claimholders shall have no duty to the ABL Credit Agreement Collateral Agent or any of the other ABL Claimholders, and the ABL Credit Agreement Collateral Agent and the other ABL Claimholders shall have no duty to the Notes Agent Term Loan Collateral Agents or any of the other Note Term 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 any Grantor Obligor (including the ABL Loan Financing Documents and the Note Term Loan Financing Documents, but in each case other than this Agreement), regardless of any knowledge thereof which they may have or be charged with.

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

No Warranties or Liability. The ABL Agent, on behalf of itself and the ABL ClaimholdersClaimholders represented by it, acknowledges and agrees that each of the Notes Note Security Agent and the Note 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 other Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreementherein, the Notes Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the applicable Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Note Security Agent, on behalf of itself and the Note ClaimholdersClaimholders represented by it, acknowledges and agrees that the each of ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 the applicable ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Note Security Agent and the Note Claimholders represented by it shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders represented by it shall have no duty to the Notes Note Security Agent or any of the other 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 the Company or any other Grantor (including the ABL Loan Documents and the Note Documents), regardless of any knowledge thereof with which they may have or be otherwise charged with.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, Agent acknowledges and agrees that each of the Notes Term Agent and the Note Term Loan 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 other Note Term Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided in this Agreementherein, the Notes Agent and the Note Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, Term Agent acknowledges and agrees that the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Agent and the Note Term Loan Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Term Agent or any of the other Note Term 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 any Grantor (including the ABL Loan Documents and the Note Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Administrative Agent, on behalf of itself and the ABL ClaimholdersRevolver Secured Parties under its Loan Documents, acknowledges and agrees that each of the Notes Term Agent and the Note Claimholders 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 other Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders The Term Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Note Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Agent, on behalf of itself and the Note ClaimholdersTerm Obligations, acknowledges and agrees that the ABL Administrative Agent and the other ABL Claimholders Revolver 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders The Revolver Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Agent and the Note Claimholders Term Secured Parties shall have no duty to the ABL Administrative Agent or any of the ABL ClaimholdersRevolver Secured Parties, and the ABL Administrative Agent and the other ABL Claimholders Revolver Secured Parties shall have no duty to the Notes Term Agent or any of the other Note ClaimholdersTerm Secured Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor Borrower or any Guarantor (including the ABL Loan Documents and the Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Collateral Agent and the Revolver Agent, on behalf of itself and the ABL ClaimholdersRevolver Lenders, each acknowledges and agrees that each of the Notes Agent and the Note Claimholders 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 other Note Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders Term Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Agent and the Term Loan Agent, on behalf of itself and the Note ClaimholdersTerm Loan Lenders, each acknowledges and agrees that the ABL Agent and the other ABL Claimholders Revolver 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 other ABL Revolver Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders Revolver Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Revolver Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Claimholders Term Loan Secured Parties shall have no duty to the ABL Revolver Agent or any of the ABL ClaimholdersRevolver Lenders, and the ABL Agent and the other ABL Claimholders Revolver Secured Parties shall have no duty to the Notes Term Loan Agent or any of the other Note ClaimholdersTerm Loan 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 Grantor the Grantors (including the ABL Revolver Loan Documents and the Note Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.. 42

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

No Warranties or Liability. The ABL Collateral Agent and the Revolver Agent, on behalf of itself and the ABL ClaimholdersRevolver Lenders, each acknowledges and agrees that each of the Notes Agent and the Note Claimholders 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 other Note Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders Term Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Agent and the Term Loan Agent, on behalf of itself and the Note ClaimholdersTerm Loan Lenders, each acknowledges and agrees that the ABL Agent and the other ABL Claimholders Revolver 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 other ABL Revolver Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders Revolver Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Revolver Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Claimholders Term Loan Secured Parties shall have no duty to the ABL Revolver Agent or any of the ABL ClaimholdersRevolver Lenders, and the ABL Agent and the other ABL Claimholders Revolver Secured Parties shall have no duty to the Notes Term Loan Agent or any of the other Note ClaimholdersTerm Loan 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 Grantor the Grantors (including the ABL Revolver Loan Documents and the Note Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

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

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

No Warranties or Liability. The ABL Senior Agent, on behalf of itself and the ABL ClaimholdersSenior Secured Parties, acknowledges and agrees that each of the Notes Junior Agent and the Note Claimholders Junior 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 other Note Junior Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreementherein, the Notes Agent and the Note Claimholders Junior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Note applicable Junior Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Junior Agent, on behalf of itself and the Note ClaimholdersJunior Secured Parties, acknowledges and agrees that the ABL Senior Agent and the other ABL Claimholders Senior 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 other ABL Loan Senior Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan the Senior Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Neither the Junior Agent and the Note Claimholders nor any Junior Secured Party shall have no any duty to the ABL Senior Agent or any of the ABL ClaimholdersSenior Secured Party, and neither the ABL Senior Agent and the other ABL Claimholders nor any Senior Secured Party shall have no any duty to the Notes Junior Agent or any of the other Note ClaimholdersJunior Secured 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 Symmetry or any other Grantor (including the ABL Loan Documents and the Note any Senior Credit Document or Junior Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

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

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

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

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, Agent acknowledges and agrees that each of the Notes Term Agent and the Note Term Loan 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 other Note Term Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided in this Agreementherein, the Notes Agent and the Note Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, Term Agent acknowledges and agrees that the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Agent and the Note Term Loan Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Term Agent or any of the other Note Term 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 any Grantor Obligor (including the ABL Loan Documents and the Note Term Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The None of the ABL Agent, on behalf any ABL Secured Party, or any of their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the ABL ClaimholdersCommon Collateral or any proceeds, acknowledges and agrees that each or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of the Notes Agent and the Note Claimholders have made no express any Common Collateral or implied representation proceeds thereof or warranty, including to take any other action whatsoever with respect regard to the executionCollateral or any part or proceeds thereof, validity, legality, completeness, collectibility except as specifically provided in this Agreement. If the ABL Agent or enforceability any ABL Secured Party honors (or fails to honor) a request by the Borrower for an extension of credit pursuant to the ABL AMERICAS 99686098 Credit Agreement or any of the other Note ABL Documents, whether the ownership ABL Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any Collateral such request would constitute a default under the terms of the Term Loan Credit Agreement or any other Term Loan Document or an act, condition, or event that, with the giving of notice or the perfection passage of time, or priority both, would constitute such a default, or if the ABL Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any Liens thereon. Except ABL Documents (subject to the express terms and conditions hereof), neither the ABL Agent nor any ABL Secured Party shall have any liability whatsoever to the Term Loan Agent or any Term Loan Secured Party as otherwise provided in a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement, the Notes ). The ABL Agent and the Note Claimholders will ABL Secured Parties shall be entitled to manage and supervise their respective loans and extensions of credit under the Note ABL Credit Agreement and any of the other ABL Documents in accordance with law and as they may otherwisemay, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, acknowledges and agrees that the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders will be entitled to may manage and supervise their respective loans and extensions of credit under their respective ABL without regard to any rights or interests that the Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Claimholders shall have no duty to the ABL Agent or any of the ABL ClaimholdersTerm Loan Secured Parties have in the Collateral, except as otherwise expressly set forth in this Agreement. Each Term Loan Agent, on behalf of itself and the Term Loan Secured Parties represented by it, agrees that neither the ABL Agent and nor any ABL Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the other ABL Claimholders shall have no duty Common Collateral or proceeds thereof, pursuant to the Notes Agent or any ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the other Note Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance provisions of an event of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Note Documents), regardless of any knowledge thereof which they may have or be charged withthis Agreement.

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

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that each of the Notes Agent and the Note Notes 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 other Note Notes Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent and the Note Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Notes Claimholders, acknowledges and agrees that the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Notes Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any of the other Note Notes Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Note Notes Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, Senior Agent acknowledges and agrees that each of the Notes Junior Agent and the Note Junior 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 Junior Lien Documents (other Note Documentsthan this Agreement, to the extent provided in Section 8), the ownership of any Collateral Junior Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided in this Agreementherein, the Notes Agent and the Note Junior Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Junior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, Junior Agent acknowledges and agrees that the ABL none of Senior Agent and the other ABL Claimholders have or any Senior 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 other ABL Senior Loan Documents, (other than this Agreement, to the extent provided in Section 8), the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the ABL Agent and the other ABL Senior Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Senior Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Except as provided herein, Junior Agent and the Note Junior Claimholders shall not have any duty to Senior Agent or any Senior Claimholders, and each of Senior Agent and Senior Claimholders have no duty to the ABL Junior Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any of the other Note Junior 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 any Grantor (including the ABL Senior Loan Documents and the Note Junior Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, First Lien Agent acknowledges and agrees that each neither the Second Lien Agent nor any of the Notes other Second Lien Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability, or enforceability of any of the Second Lien Documents, the ownership of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Second Lien Agent acknowledges and agrees that First Lien Agent and the Note other First Lien 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 other Note First Lien Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided in this Agreementherein, the Notes Agent and the Note First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note their respective First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, acknowledges and agrees that the ABL Second Lien Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Second Lien Claimholders shall have no duty to the ABL First Lien Agent or any of the ABL Claimholdersother First Lien Claimholder, and the ABL First Lien Agent and the other ABL First Lien Claimholders shall have no duty to the Notes Second Lien Agent or any of the other Note ClaimholdersSecond Lien Claimholder, to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan First Lien Documents and the Note Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, Each Senior Agent acknowledges and agrees that each of the Notes Junior Agent and the Note Junior 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 other Junior Note Documents, (other than this Agreement, to the extent provided in Section 8) the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided in this Agreementherein, the Notes Agent and the Note Junior Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Junior Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, Junior Agent acknowledges and agrees that the ABL no Senior Agent and the other ABL Claimholders have no Senior Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the other ABL Senior Loan Documents, (other than this Agreement, to the extent provided in Section 8), the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the ABL Agent and the other ABL Senior Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Senior Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Except as provided herein, Junior Agent and the Note Junior Claimholders shall have no duty to the ABL any Senior Agent or any of the ABL Senior Claimholders, and the ABL no Senior Agent and the other ABL no Senior Claimholders shall have no any duty to the Notes Junior Agent or any of the other Note Junior 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 any Grantor (including the ABL Senior Loan Documents and the Junior Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Priority Collateral Agents and the Priority Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Priority Loan Documents in accordance with law and the Priority Loan Documents, as they may, in their sole discretion, deem appropriate. Each Notes Collateral Agent, on behalf of itself and the ABL Claimholdersapplicable Notes Claimholders under the Notes Documents, acknowledges and agrees that each of the Notes no Priority Collateral Agent and the Note Claimholders have nor any Priority 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 other Note Notes Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, acknowledges and agrees that the ABL Agent and the 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 None of the other ABL Loan Documents, the ownership of Priority Collateral Agents nor any Collateral or the perfection or priority of any Liens thereon. 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Priority Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent Collateral Agents or any of the other Note Notes Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Priority Documents and the Note Notes Documents), regardless of any knowledge thereof which they may have or be charged with. Each Priority Collateral Agent, on behalf of itself and the applicable Priority Claimholders under the Priority Documents, acknowledges and agrees that no Notes Collateral Agent nor any Notes 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 Priority Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, Agent acknowledges and agrees that each none of the Notes Agent and the Note Term 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 other Note Term Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise expressly provided in this Agreementherein, the Notes Agent and the Note applicable Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Documents in accordance with law - 54 - WEIL:\96331350\2\35899.0561 and as they may otherwise, in their sole discretion, deem appropriate. The Term Agent acknowledges and agrees that none of the ABL Claimholders 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 ABL Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, acknowledges and agrees that the ABL Agent and the 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 other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Term Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any of the other Note Term 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 any Grantor (including the ABL Loan Documents and the Note Term Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Agent, PDL acknowledges and agrees on behalf of the ABL Claimholders, acknowledges and agrees that each of the Notes Agent itself and the Note First Lien Claimholders that the Second Lien 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 other Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf the Note Claimholders, acknowledges and agrees that the ABL Agent and the 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 other ABL Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Agent Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, each Second Lien Claimholder acknowledges and agrees that PDL and the other ABL First Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent Second Lien Claimholders shall have no duty to PDL or any of the First Lien Claimholders, and PDL and the Note First Lien Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any of the other Note Second Lien Claimholders, to act or refrain from acting in a manner which allows, that allows or results in, in the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Grantor (including the ABL First Lien Loan Documents and the Note Second Lien Loan Documents), regardless of any knowledge thereof which that they may have or be charged with.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that each none of the Notes Agent Term Agents and the Note Term 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 other Note Term Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent Term Agents and the Note Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Each Term Agent, on behalf of the Note applicable Term Claimholders, acknowledges and agrees that none of the ABL Agent and the 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 other ABL Loan Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided hereinin 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 the ABL Loan Documents Documents, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent Except as expressly provided in this Agreement (i) the Term Agents and the Note Term Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, Claimholders and (ii) the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent Term Agents or any of the other Note Term 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 any Grantor (including the ABL Loan Documents and the Note Term Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) The ABL Working Capital Agent, on behalf of itself and the ABL Working Capital Claimholders, acknowledges and agrees that each of the Notes Term Loan Agent and the Note Term Loan 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 other Note Term Loan Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. . (b) The Notes Term Loan Agent, on behalf of itself and the Note Term Loan Claimholders, acknowledges and agrees that the ABL Working Capital Agent and the other ABL Working Capital 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 other ABL Loan Working Capital Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Agent and the other ABL . (c) The Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL the Term Loan Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Working Capital Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Working Capital Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. (d) Neither any Agent and the Note Claimholders nor any Claimholder for which such Agent acts as Agent shall have no any duty to the ABL any other Agent or any of the ABL Claimholders, and the ABL Claimholder for which such other Agent and the other ABL Claimholders shall have no duty to the Notes acts as Agent or any of the other 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 Company or any Grantor (including the ABL Loan Working Capital Credit Documents and the Note Term Loan Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The (a) None of the ABL Agent, on behalf any ABL Secured Party, or any of their respective affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the ABL ClaimholdersCommon Collateral or any proceeds, acknowledges and agrees that each or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of the Notes Agent and the Note Claimholders have made no express any Common Collateral or implied representation proceeds thereof or warranty, including to take any other action whatsoever with respect regard to the executionCollateral or any part or proceeds thereof, validity, legality, completeness, collectibility except as specifically provided in this Agreement. If the ABL Agent or enforceability any ABL Secured Party honors (or fails to honor) a request by the Borrower for an extension of credit pursuant to the ABL Credit Agreement or any of the other Note ABL Documents, whether the ownership ABL Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any Collateral such request would constitute a default under the terms of the Term Loan Credit Agreement or any other Term Loan Document or an act, condition, or event that, with the giving of notice or the perfection passage of time, or priority both, would constitute such a default, or if the ABL Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies under any Liens thereon. Except ABL Documents (subject to the express terms and conditions hereof), neither the ABL Agent nor any ABL Secured Party shall have any liability whatsoever to the Term Loan Agent or any Term Loan Secured Party as otherwise provided in a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement, the Notes ). The ABL Agent and the Note Claimholders will ABL Secured Parties shall be entitled to manage and supervise their respective loans and extensions of credit under the Note ABL Credit Agreement and any of the other ABL Documents in accordance with law and as they may otherwisemay, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the Term Loan Agent, any of the Term Loan Secured Parties, the Notes Agent or any Notes Secured Parties have in the Collateral, except as otherwise expressly set forth in this Agreement. The Term Loan Agent, on behalf of itself and the Term Loan Secured Parties represented by it, and the Notes Agent, on behalf of itself and the Note ClaimholdersNotes Secured Parties represented by it, acknowledges and agrees agree that neither the ABL Agent and nor any ABL Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the other ABL Claimholders have made no express Common Collateral or implied representation or warrantyproceeds thereof, including with respect pursuant to the executionABL Documents, validityso long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement. (b) None of the Term Loan Agent, legalityany Term Loan Secured Party or any of their respective affiliates, completenessdirectors, collectibility officers, employees, or enforceability agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or any proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Common Collateral or proceeds thereof or to take any other action whatsoever with regard to the Common Collateral or any part or proceeds thereof, except as specifically provided in this Agreement. If the Term Loan Agent or any Term Loan Secured Party honors (or fails to honor) a request by the Borrower for an extension of credit pursuant to the Term Loan Credit Agreement or any of the other ABL Term Loan Documents, whether the ownership Term Loan Agent or any Term Loan Secured Party has knowledge that the honoring of (or failure to honor) any Collateral such request would constitute a default under the terms of the ABL Credit Agreement or any other ABL Document or an act, condition, or event that, with the giving of notice or the perfection passage of time, or priority both, would constitute such a default, or if the Term Loan Agent or any Term Loan Secured Party otherwise should exercise any of its contractual rights or remedies under the Term Loan Documents (subject to the express terms and conditions hereof), neither the Term Loan Agent nor any Liens thereon. Except as otherwise provided herein, Term Loan Secured Party shall have any liability whatsoever to the ABL Agent or any ABL Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The Term Loan Agent and the other ABL Claimholders will Term Loan Secured Parties shall be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL the Term Loan Documents in accordance with law and as they may otherwisemay, in their sole discretion, deem appropriate. The Notes Agent , and the Note Claimholders shall have no duty may manage their loans and extensions of credit without regard to any rights or interests that the ABL Agent or Agent, any of the ABL ClaimholdersSecured Party, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any Notes Secured Party has in the Common Collateral, except as otherwise expressly set forth in this Agreement. The ABL Agent, on behalf of itself and the ABL Secured Parties, and the Notes Agent on behalf of itself and the Notes Secured Parties, agree that none of the other Note ClaimholdersTerm Loan Agent or the Term Loan Secured Parties shall incur any liability as a result of a sale, to act or refrain from acting in a manner which allowslease, license, application, or results inother disposition of the Common Collateral or any part or proceeds thereof, pursuant to the occurrence or continuance Term Loan Documents, so long as such disposition is conducted in accordance with mandatory provisions of an event applicable law and does not breach the provisions of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Note Documents), regardless of any knowledge thereof which they may have or be charged withthis Agreement.

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

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that Notes Agent and each of the other Notes Agent and the Note 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 other Note Notes Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided in this Agreementherein, the Notes Agent and the Note other Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, on behalf of the Note Notes Claimholders, acknowledges and agrees that the ABL Agent and each of the 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 other ABL Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly 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 the ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Except as expressly provided herein, Notes Agent and the Note other Notes Claimholders shall have no duty to the ABL Agent or any of the other ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any of the other Note Notes 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 any Grantor (including the ABL Loan Documents and the Note Notes Documents), 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 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.