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 Collateral Agent, on behalf of itself and the ABL ClaimholdersClaimholders under the ABL Credit Documents, acknowledges and agrees that each of the Notes no Fixed Asset Collateral Agent and the Note Claimholders have nor any Fixed Asset Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Fixed Asset 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 Fixed Asset Collateral Agents and the Note Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Fixed Asset Documents in accordance with law and the Fixed Asset Documents, as they may otherwisemay, in their sole discretion, deem appropriate. The Notes Each Fixed Asset Collateral Agent, on behalf of itself and the Note applicable Fixed Asset Claimholders, acknowledges and agrees that neither the ABL Collateral Agent and the other nor any ABL Claimholders have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other ABL Loan Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided hereinin this Agreement, the ABL Collateral 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 Credit Documents in accordance with law and the ABL Credit Documents, as they may otherwisemay, in their sole discretion, deem appropriate. The Notes No Fixed Asset Collateral Agent and the Note nor any Fixed Asset Claimholders shall have no any duty to the ABL Collateral Agent or any of the ABL Claimholders, and the ABL Collateral Agent and the other ABL Claimholders shall have no duty to the Notes any Fixed Asset Collateral Agent or any of the other Note Fixed Asset Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Credit Documents and the Note Fixed Asset 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 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 US Revolving Credit Collateral Agent, on behalf of itself and the ABL ClaimholdersRevolving Credit Claimholders under the Revolving Credit Documents, acknowledges and agrees that each of the Notes Collateral 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 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 Collateral Agent and the Note Notes Claimholders will be entitled to manage and supervise their respective loans Notes 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 Collateral Agent, on behalf of itself and the Note Notes Claimholders, acknowledges and agrees that each of the ABL US Revolving Credit Collateral Agent and the other ABL Revolving Credit Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the other ABL Loan Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided hereinin this Agreement, the ABL US Revolving Credit Collateral Agent and the other ABL Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan the Revolving Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Agent and the Note Notes Claimholders shall have no duty to the ABL US Revolving Credit Collateral Agent or any of the ABL Revolving Credit Claimholders, and the ABL US Revolving Credit Collateral Agent and the other ABL Revolving Credit Claimholders shall have no duty to the Notes Collateral 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 Revolving Credit 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 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, First Lien Creditor acknowledges and agrees that each of the Notes Agent Second Lien Creditor and the Note other Second Lien 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 Second 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 Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Second 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, Second Lien Creditor acknowledges and agrees that the ABL Agent First Lien Creditor 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, collectibility collectability, or enforceability of any of the other ABL Loan First Lien Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the ABL Agent and the other ABL First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent Second Lien Creditor and the Note other Second Lien Claimholders shall have no duty to the ABL Agent First Lien Creditor or any of the ABL Claimholdersother First Lien Claimholder, and the ABL Agent First Lien Creditor and the other ABL First Lien Claimholders shall have no duty to the Notes Agent Second Lien Creditor 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 the Debtor (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 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 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 Agent, Each of the Notes Collateral Agent (on behalf of itself and the ABL Claimholders, Noteholders) and the Pari Passu Collateral Agent (on behalf of itself and the Pari Passu Lenders) acknowledges and agrees that each of neither the Notes Working Capital Facility Collateral Agent and the Note Claimholders have nor any Working Capital Facility Lender 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 other Note Documents, the ownership of any Collateral Working Capital Facility Obligations or the perfection or priority of any Liens thereonWorking Capital Facility Documents. Except as otherwise provided in this Agreement, the Notes The Working Capital Facility Collateral Agent and the Note Claimholders Working Capital Facility Lenders will be entitled to manage and supervise their respective loans and extensions of credit under to the Note Documents Company 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 Working Capital Facility Collateral 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 Working Capital Facility Lenders may 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 without regard to the ABL Agent any rights or interests that any of the ABL ClaimholdersSenior Subordinated Secured Parties have in the Shared Collateral or otherwise, and except as otherwise expressly provided in this Agreement. Neither the ABL Working Capital Facility Collateral Agent and the other ABL Claimholders nor any Working Capital Facility Lender shall have no any duty to the Notes Agent or any of the other Note Claimholders, Senior Subordinated 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 Obligor (including including, without limitation, the ABL Loan Notes Documents and the Note Pari Passu Indebtedness Documents), regardless of any knowledge thereof which they may have or be charged with. Each of the Working Capital Facility Collateral Agent (on behalf of itself and the Working Capital Facility Lenders, the Existing Notes Collateral Agent (on behalf of itself and the Existing Notes Noteholders) and the Pari Passu Collateral Agent (on behalf of itself and the Pari Passu Lenders) acknowledges and agrees that neither the Interim Notes Collateral Agent nor any Interim Notes Noteholder has made any express or implied representation or warranty, including, without limitation, with respect to the execution, validity, legality, completeness, collectibility, or enforceability of any of the Interim Notes Obligations or the Interim Notes Documents or any other Obligations or Secured Debt Documents or this Agreement. The Interim Notes Collateral Agent and the Interim Notes Noteholders will be entitled to manage and supervise their respective loans and extensions of credit to the Company in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Interim Notes Collateral Agent and the Interim Notes Noteholders may manage their loans and extensions of credit without regard to any rights or interests that any of the other Secured Parties have in the Shared Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Interim Notes Collateral Agent nor any of the Interim Notes Noteholders shall have any duty to any other Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Obligor (including, without limitation, the Working Capital Facility Documents, the Notes Documents and the Pari Passu Indebtedness Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. 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 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 collectability 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 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 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 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 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 North America ABL Agent, on behalf of itself and the other North America ABL Claimholders, acknowledges and agrees that each of the Notes Agent Collateral Trustee and the Note other Notes Pari Passu 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 Indenture Pari Passu Lien Debt 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 Pari Passu Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Indenture Pari Passu Lien Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes AgentCollateral Trustee, on behalf of itself and the Note other Notes Pari Passu Lien Claimholders, acknowledges and agrees that each of the North America ABL Agent and the other North America 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 North America 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 North America ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective the North America ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent Collateral Trustee and the Note other Notes Pari Passu Lien Claimholders shall have no duty to the North America ABL Agent or any of the other North America ABL Claimholders, and the North America ABL Agent and the other North America ABL Claimholders shall have no duty to the Notes Agent Collateral Trustee or any of the other Note Notes Pari Passu 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 North America ABL Loan Documents and the Note Indenture Pari Passu Lien Debt Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Revolving Credit Collateral Agent, on behalf of itself and the ABL ClaimholdersRevolving Credit Claimholders under the Revolving Credit Loan Documents, acknowledges and agrees that each of the Notes Term Loan Collateral 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 Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Term Loan Collateral 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 Term Loan Collateral Agent, on behalf of itself and the Note Term Loan Claimholders, acknowledges and agrees that each of the ABL Revolving Credit Collateral Agent and the other ABL Revolving Credit Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other ABL Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided hereinin this Agreement, the ABL Revolving Credit Collateral Agent and the other ABL Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Loan Collateral Agent and the Note Term Loan Claimholders shall have no duty to the ABL Revolving Credit Collateral Agent or any of the ABL Revolving Credit Claimholders, and the ABL Revolving Credit Collateral Agent and the other ABL Revolving Credit Claimholders shall have no duty to the Notes Term Loan Collateral 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 Revolving Credit 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 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 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 Agent, on behalf of the ABL Claimholders, First Lien Creditor acknowledges and agrees that each of the Notes Agent Second Lien Creditor and the Note other Second Lien 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 Second 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 Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Second 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, Each Second Lien Creditor acknowledges and agrees that the ABL Agent First Lien Creditor 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, collectibility collectability, or enforceability of any of the other ABL Loan First Lien Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the ABL Agent and the other ABL First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent Each Second Lien Creditor and the Note other Second Lien Claimholders shall have no duty to the ABL Agent First Lien Creditor or any of the ABL Claimholdersother First Lien Claimholder, and the ABL Agent First Lien Creditor and the other ABL First Lien Claimholders shall have no duty to the Notes Agent a Second Lien Creditor 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 the Debtor (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, acknowledges and agrees that each none of the Term Agent, the Term Claimholders, the Junior Secured Notes Agent and the Note Junior Secured Notes Claimholders have made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Term Documents or the Junior Secured Notes Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Term Agent, the Term Claimholders, the Junior Secured Notes Agent and the Note Junior Secured Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Documents and the Junior Secured Notes Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Agent, on behalf of the Note Term Claimholders, acknowledges and agrees that none of the ABL Agent, the ABL Claimholders, the Junior Secured Notes Agent and the other ABL Junior Secured Notes Claimholders have made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other ABL Loan Documents or the Junior Secured Notes Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided hereinin this Agreement, the ABL Agent, the ABL Claimholders, the Junior Secured Notes Agent and the other ABL Junior Secured Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective the ABL Loan Documents and the Junior Secured Notes Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Junior Secured Notes Agent, on behalf of the Junior Secured Notes Claimholders, acknowledges and agrees that none of the ABL Agent, the ABL Claimholders, the Term Agent and the Note Term Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other ABL Loan Documents or the Term Documents, the ownership by any Grantor of any Collateral or the perfection of any Liens thereon. Except as otherwise provided in this Agreement, the ABL Agent, the ABL Claimholders, the Term Agent and the Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Loan Documents and the Term Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as expressly provided herein (i) the Term Agent and the Term Claimholders shall have no duty to the ABL Agent or Agent, any of the ABL Claimholders, and the Junior Secured Notes Agent or any of the Junior Secured Notes Claimholders, (ii) the ABL Agent and the other ABL Claimholders shall have no duty to the Term Agent, any of the other Term Claimholders, the Junior Secured Notes Agent or any of the other Note Junior Secured Notes Claimholders and (iii) the Junior Secured Notes Agent and the Junior Secured Notes Claimholders shall have no duty to the ABL Agent, any of the ABL Claimholders, the Term Agent or any of the 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, the Term Documents and the Note Junior Secured 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 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 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. The ABL Revolving Collateral Agent, on behalf of itself and the ABL other Revolving Claimholders, acknowledges and agrees that each of that, except as set forth in Sections 8 and 9.6(b), neither the Notes Term Collateral Agent and the Note Claimholders have nor any other Term Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the other Note Term 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 Term Collateral Agent and the Note other Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Collateral Agent, on behalf of itself and the Note other Term Claimholders, acknowledges and agrees that that, except as set forth in Sections 8 and 9.6(b), neither the ABL Revolving Collateral Agent and the nor any other ABL Claimholders have Revolving Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the other ABL Revolving 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 Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL the Revolving Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Except as expressly provided herein, the Term Collateral Agent and the Note other Term Claimholders shall have no duty to the ABL Revolving Collateral Agent or any of the ABL other Revolving Claimholders, and the ABL Revolving Collateral Agent and the other ABL Revolving Claimholders shall have no duty to the Notes Term Collateral Agent or any of and 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 a default or an event of default or default under any agreements with any Grantor (including the ABL Revolving Loan Documents and the Note Term Documents), regardless of any knowledge thereof which they may have or be charged with. The Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, acknowledges and agrees that the Term Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the Term Liens on any Collateral, and the Term Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection. The Term Collateral Agent, on behalf of itself and the other Term Claimholders, acknowledges and agrees that the Revolving Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the Revolving Liens on any Collateral, and the Revolving Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection.

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

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, 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.

No Warranties or Liability. The ABL Each Revolving Credit Agent, on behalf of itself and the ABL other Revolving Credit Claimholders, acknowledges and agrees that each of the Notes Agent Term Loan Agents and the Note other Term Loan Claimholders have 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 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 Term Loan Agents and the Note other 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 Each Term Loan Agent, on behalf of itself and the Note other Term Loan Claimholders, acknowledges and agrees that each of the ABL Agent Revolving Credit Agents and the other ABL Revolving Credit Claimholders have 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 other ABL Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided hereinin this Agreement, the ABL Agent Revolving Credit Agents and the other ABL Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL the Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent Term Loan Agents and the Note other Term Loan Claimholders shall have no duty to the ABL Agent Revolving Credit Agents or any of the ABL other Revolving Credit Claimholders, and the ABL Agent Revolving Credit Agents and the other ABL Revolving Credit Claimholders shall have no duty to the Notes Agent Term Loan 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 Borrower or any other Grantor (including the ABL Revolving Credit 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 AgentTrustee, on behalf of itself and the ABL ClaimholdersNoteholders, acknowledges and agrees that each of the Notes Credit Agent and the Note Claimholders Senior Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Senior Lender Documents, the ownership of any Common 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 Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Senior Lender 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 Senior Lenders may 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 without regard to any rights or interests that the Note Claimholders shall have no duty to the ABL Agent Trustee or any of the ABL ClaimholdersNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the ABL Credit Agent and the other ABL Claimholders nor any Senior Lender shall have no any duty to the Notes Agent Trustee or any of the other Note Claimholders, Noteholders to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor Subsidiary thereof (including the ABL Loan Documents and the Note Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Credit Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The 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 AgentTrustee, on behalf of the ABL Claimholdersitself and each Noteholder, acknowledges and agrees that each of neither the Notes Intercreditor Agent and the Note Claimholders have nor any Senior Lender has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Senior Lender Documents, the ownership of any Common 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 Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Senior Lender 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 Senior Lenders may 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 without regard to any rights or interests that the Note Claimholders shall have no duty to the ABL Agent Trustee or any of the ABL ClaimholdersNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the ABL Intercreditor Agent and the other ABL Claimholders nor any Senior Lender shall have no any duty to the Notes Agent Trustee or any of the other Note Claimholders, Noteholder to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements agreement with the Company or any Grantor Subsidiary (including the ABL Loan Documents and the Note Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Intercreditor Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Lender Claims, the Noteholder Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. 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 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 Agent, on behalf Senior Lien Claimholders under the Senior Lien Note Documents acknowledge and agree that neither the Second Lien Agent nor any of the ABL ClaimholdersSecond Lien Claimholders have made an express or implied representation or warranty, acknowledges and agrees that each including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Notes Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Subject to the provisions of this Agreement, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Claimholders acknowledge and agree that the Senior Lien Collateral Agent and the Note Senior 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 Senior 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 and the Note The Senior Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note their respective Senior 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 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 Senior Lien Collateral Agent or any of the ABL Senior Lien Claimholders, and the ABL Senior Lien Collateral Agent and the other ABL Senior Lien Claimholders shall have no duty to the Notes Agent or any of the other Note Claimholders, Second 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 the Issuer or any Grantor Guarantor (including the ABL Loan Senior Lien Note Documents and the Second Lien Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Collateral Agent, for itself and on behalf of the ABL Claimholdersother Noteholder Secured Parties, acknowledges and agrees that each of the Notes Agent ABL Lender and the Note Claimholders other ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note ABL Documents, the ownership of any ABL Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this AgreementThe Collateral Agent agrees, for itself and on behalf of the Notes Agent and other Noteholder Secured Parties, that the Note Claimholders ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Note ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the ABL Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Collateral Agent or any of the other Noteholder Secured Parties have in the ABL Collateral or otherwise, in each case except as otherwise provided in this Intercreditor Agreement. The Notes AgentABL Lender, for itself and on behalf of the Note ClaimholdersABL Secured Parties, acknowledges and agrees that neither the ABL Collateral Agent and the nor any other ABL Claimholders have Noteholder Secured Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other ABL Loan Noteholder Documents, the ownership of any ABL Collateral or the perfection or of priority of any Liens thereon. Except as otherwise provided hereinThe ABL Lender agrees, for itself and on behalf of the other ABL Secured Parties, that the Collateral Agent and the other ABL Claimholders Noteholder Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit the Noteholder Debt under their respective ABL Loan the Noteholder Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes , and the Collateral Agent and the Note Claimholders shall have no duty Noteholder Secured Parties may manage their Noteholder Debt without regard to any rights or interests that the ABL Agent Lender or any of the other ABL Claimholders, and Secured Parties have in the ABL Agent and Collateral or otherwise, in each case except as otherwise provided in this Intercreditor Agreement. Neither the ABL Lender nor any of the other ABL Claimholders Secured Parties shall have no any duty to the Notes Collateral Agent or any of the other Note ClaimholdersNoteholder Secured Parties, and neither the Collateral Agent or any of the other Noteholder Secured Parties shall have any duty to the ABL Lender or any of the ABL Secured Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor Borrower (including the Noteholder Documents or any 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, 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 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 Facility Collateral Agent, on behalf of the ABL Claimholders, acknowledges and agrees that each of the Senior Secured Notes Agent and the Senior Secured Note Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Senior Secured Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Senior Secured Notes Agent and the Senior Secured Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Secured Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Senior Secured Notes Agent, on behalf the Senior Secured Note Claimholders, acknowledges and agrees that the ABL Facility Collateral 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 Facility Collateral Agent and the other ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Other than as provided in Sections 5.3(c) and (d), The Senior Secured Notes Agent and the Senior Secured Note Claimholders shall have no duty to the ABL Facility Collateral Agent or any of the ABL Claimholders, and the ABL Facility Collateral Agent and the other ABL Claimholders shall have no duty to the Senior Secured Notes Agent or any of the other Senior Secured Note Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Senior Secured Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Revolving Credit Collateral Agent, on behalf of itself and the ABL ClaimholdersRevolving Credit Claimholders under the Revolving Credit Documents, acknowledges and agrees that each of the Notes no Term Loan Collateral Agent and the Note Claimholders have nor any Term Loan Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the 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 Term Loan Collateral Agents 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 the Term Loan Documents, as they may otherwisemay, in their sole discretion, deem appropriate. The Notes Each Term Loan Collateral Agent, on behalf of itself and the Note applicable Term Loan Claimholders, acknowledges and agrees that neither the ABL Revolving Credit Collateral Agent and the other ABL Claimholders have nor any Revolving Credit 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 Loan Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided hereinin this Agreement, the ABL Revolving Credit Collateral Agent and the other ABL Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan Revolving Credit Documents in accordance with law and the Revolving Credit Documents, as they may otherwisemay, in their sole discretion, deem appropriate. The Notes No Term Loan Collateral Agent nor any Term Loan Claimholders shall have any duty to the Revolving Credit Collateral Agent or any of the Revolving Credit Claimholders, and the Revolving Credit Collateral Agent and the Note Revolving Credit Claimholders shall have no duty to the ABL any Term Loan Collateral 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 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 Revolving Credit 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 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 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. 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, Agent acknowledges and agrees that each of the Notes Agent Trustee and the Note Claimholders Noteholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the other Note Indenture 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 Noteholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Indenture 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, Trustee acknowledges and agrees that the ABL Agent and the other ABL Claimholders Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the other ABL Lender 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 Lenders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Lender Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent Trustee and the Note Claimholders Noteholders shall have no duty to the ABL Agent or any of the ABL ClaimholdersLenders, and the ABL Agent and the other ABL Claimholders Lenders shall have no duty to the Notes Agent Trustee or any of the other Note ClaimholdersNoteholders, 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 Debtor (including the ABL Lender Loan Documents and the Note Indenture Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL AgentTrustee, on behalf of itself and the ABL ClaimholdersNoteholders, acknowledges and agrees that each of the Notes Agent First-Lien Administrative Agent, the Senior Credit Agent, the Senior Lenders and the Note Claimholders Mortgage Tax Collateral Agent 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 Lender Documents, the ownership of any Common 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 Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Senior Lender 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 Senior 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 Trustee or any of the Noteholders have in accordance with law and as they may the Common Collateral or otherwise, except as otherwise provided in their sole discretionthis Agreement. None of the First-Lien Administrative Agent, deem appropriate. The Notes the Senior Credit Agent, the Mortgage Tax Collateral Agent and the Note Claimholders nor any Senior Lender shall have no any duty to the ABL Trustee, the Noteholder Collateral 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, Noteholders to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor Subsidiary thereof (including the ABL Loan Documents and the Note Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Agreement, the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Trustee, the Noteholder Collateral Agent and the Noteholders have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s, the Guarantors’ (as defined in the Senior Credit Agreement) or any Subsidiary’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The ABL AgentTrustee, on behalf of the ABL Claimholdersitself and each Noteholder, acknowledges and agrees that each of neither the Notes Intercreditor Agent and the Note Claimholders have nor any Senior Lender has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Senior Lender Documents, the ownership of any Common 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 Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Senior Lender 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 Senior Lenders may 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 without regard to any rights or interests that the Note Claimholders shall have no duty to the ABL Agent Trustee or any of the ABL ClaimholdersNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the ABL Intercreditor Agent and the other ABL Claimholders nor any Senior Lender shall have no any duty to the Notes Agent Trustee or any of the other Note Claimholders, Noteholder to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor Subsidiary thereof (including the ABL Loan Documents and the Note Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Intercreditor Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The ABL AgentTrustee, on behalf of the ABL Claimholdersitself and each Noteholder, acknowledges and agrees that each of neither the Notes Intercreditor Agent and the Note Claimholders have nor any Senior Lender has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Senior Lender Documents, the ownership of any Common 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 Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Senior Lender 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 Senior Lenders may 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 without regard to any rights or interests that the Note Claimholders shall have no duty to the ABL Agent Trustee or any of the ABL ClaimholdersNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the ABL Intercreditor Agent and the other ABL Claimholders nor any Senior Lender shall have no any duty to the Notes Agent Trustee or any of the other Note Claimholders, Noteholder to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor Subsidiary thereof (including the ABL Loan Documents and the Note Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Intercreditor Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company's title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that each none of the Notes Agent Collateral Trustee and the Note other Fixed Asset Claimholders have has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Fixed Asset 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 Collateral Trustee and the Note other Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Fixed Asset Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes AgentCollateral Trustee, on behalf of the Note Fixed Asset 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 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 Collateral Trustee and the Note other Fixed Asset Claimholders shall have no duty to the ABL Agent or any of the other ABL Claimholders, and (ii) the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent Collateral Trustee or any of the other Note Fixed Asset Claimholders, in each case, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Note Fixed Asset 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 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 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 Collateral Agent, on behalf of itself and the other ABL Claimholders, acknowledges and agrees that each of that, except as set forth in Sections 8 and 9.6(b), neither the Notes Term Collateral Agent and the Note Claimholders have nor any other Term Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the 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 Term Collateral Agent and the Note other Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Term Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Collateral Agent, on behalf of itself and the Note other Term Claimholders, acknowledges and agrees that that, except as set forth in Sections 8 and 9.6(b), neither the ABL Collateral Agent and the nor any other ABL Claimholders have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the 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 applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Except as expressly provided herein, the Term Collateral Agent and the Note other Term Claimholders shall have no duty to the ABL Collateral Agent or any of the other ABL Claimholders, and the ABL Collateral Agent and the other ABL Claimholders shall have no duty to the Notes Term Collateral Agent or any of and 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 a default or 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. The ABL Collateral Agent, on behalf of itself and the other ABL Claimholders, acknowledges and agrees that the Term Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the Term Liens on any Collateral, and the Term Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection. The Term Collateral Agent, on behalf of itself and the other Term Claimholders, acknowledges and agrees that the ABL Collateral Agent may, but shall have no obligation to, take all actions it determines necessary or advisable to perfect or continue the perfection of the ABL Liens on any Collateral, and the ABL Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection.

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, First Lien Holder acknowledges and agrees that each of the Notes Second Lien Agent and the Note Claimholders Second Lien Noteholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Second Lien 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 Second Lien Agent, on behalf of the Note Claimholders Second Lien Noteholders, will be entitled to manage and supervise their respective loans the rights and extensions obligations of credit the Second Lien Noteholders under the Note Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Except as otherwise provided herein, the Second Lien Agent, on behalf of itself and the Note ClaimholdersSecond Lien Noteholders, acknowledges and agrees that the ABL Agent and the other ABL Claimholders have First Lien Holder 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 other ABL Loan First Lien 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 First Lien Holder will be entitled to manage and supervise their respective loans its rights and extensions of credit obligations under their respective ABL Loan the First Lien Documents in accordance with law and as they it may otherwise, in their its sole discretion, deem appropriate. The Notes Second Lien Agent and the Note Claimholders shall have no duty to the ABL Agent or any of the ABL ClaimholdersFirst Lien Holder, and the ABL Agent and the other ABL Claimholders First Lien Holder shall have no duty to the Notes Second Lien Agent or any of the other Note ClaimholdersSecond Lien Noteholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event Event of default Default or default under any agreements with the Borrower or any other 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 Joint ABL Agent, on behalf of the itself and each other ABL ClaimholdersClaimholder, acknowledges and agrees that each none of the Notes Term Loan Collateral Agent and the Note Claimholders have or any other Term Loan Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the other Note Term Loan Documents, the ownership of any ABL Priority Collateral or the perfection or priority of any Liens thereon. Except as otherwise 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 Term Loan Collateral Agent, on behalf the Note Claimholdersof itself and each other Term Loan Claimholder, acknowledges and agrees that none of the Joint ABL Agent and the or any other ABL Claimholders have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the other ABL Loan Documents, the ownership of any ABL Priority 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Loan Collateral Agent and the Note other Term Loan Claimholders shall have no duty to the Joint ABL Agent or any of the other ABL ClaimholdersClaimholder, and the Joint ABL Agent and the other ABL Claimholders shall have no duty to the Notes Term Loan Collateral Agent or any of the other Note ClaimholdersTerm Loan Claimholder, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any the ABL 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, 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, any Other Pari Passu Lien Obligations Agreement, 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 or the Other Pari Passu Lien Obligations Agreement 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 Notes Documents and the Note DocumentsOther Pari Passu Lien Obligations Agreement), regardless of any knowledge thereof which they may have or be charged with. Notes Agent hereby waives to the fullest extent permitted by law any claim that may be had against ABL Agent or any other ABL Claimholder in the absence of gross negligence or willful misconduct arising out of any actions which ABL Agent or such other ABL Claimholder takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the ABL Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such ABL Obligations. ABL Agent hereby waives to the fullest extent permitted by law any claim that may be had against Notes Agent or any other Notes Claimholder arising out of any actions which Notes Agent or such Notes Claimholder takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Notes Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Notes Obligations.

No Warranties or Liability. The 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 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 the ABL Claimholders, acknowledges and agrees that each none of the Senior Secured Notes Agent and the Note Senior Secured Notes Claimholders have made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Senior Secured 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 Senior Secured Notes Agent and the Note Senior Secured Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Senior Secured Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Senior Secured Notes Agent, on behalf of the Note Senior Secured 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 in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Except as expressly provided herein (i) the Senior Secured Notes Agent and the Note Senior Secured Notes Claimholders shall have no duty to the ABL Agent or any of the ABL Claimholders, and (ii) the ABL Agent and the other ABL Claimholders shall have no duty to the Senior Secured Notes Agent or any of the other Note Senior Secured 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 Senior Secured Notes Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The ABL Collateral Agent, for itself and on behalf of the ABL Claimholdersother Noteholder Secured Parties, acknowledges and agrees that each of the Notes Agent ABL Lender and the Note Claimholders other ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note ABL Documents, the ownership of any ABL Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this AgreementThe Collateral Agent agrees, for itself and on behalf of the Notes Agent and other Noteholder Secured Parties, that the Note Claimholders ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Note ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the ABL Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Collateral Agent or any of the other Noteholder Secured Parties have in the ABL Collateral or otherwise, in each case except as otherwise provided in this Intercreditor Agreement. The Notes AgentABL Lender, for itself and on behalf of the Note ClaimholdersABL Secured Parties, acknowledges and agrees that neither the ABL Collateral Agent and the nor any other ABL Claimholders have Noteholder Secured Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other ABL Loan Noteholder Documents, the ownership of any ABL Collateral or the perfection or of priority of any Liens thereon. Except as otherwise provided hereinThe ABL Lender agrees, for itself and on behalf of the other ABL Secured Parties, that the Collateral Agent and the other ABL Claimholders Noteholder Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit the Noteholder Debt under their respective ABL Loan the Noteholder Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes , and the Collateral Agent and the Note Claimholders shall have no duty Noteholder Secured Parties may manage their Noteholder Debt without regard to any rights or interests that the ABL Agent Lender or any of the other ABL Claimholders, and Secured Parties have in the ABL Agent and Collateral or otherwise, in each case except as otherwise provided in this Intercreditor Agreement. Neither the ABL Lender nor any of the other ABL Claimholders Secured Parties shall have no any duty to the Notes Collateral Agent or any of the other Note ClaimholdersNoteholder Secured Parties, and neither the Collateral Agent or any of the other Noteholder Secured Parties shall have any duty to the ABL Lender or any of the ABL Secured Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor ABL Loan Party (including the Noteholder Documents or any 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, 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 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 none of the ABL Agent and the other ABL Claimholders have 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 Loan Documents, the ownership of any 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 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.. 7.3

No Warranties or Liability. The ABL Agent, on behalf of the ABL Claimholders, acknowledges and agrees that each of the Notes Agent Term Debt Trustee and the Note Term Debt Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the other Note Term Debt 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 Term Debt Trustee and the Note other Term Debt Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Documents Term Debt Documents, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes AgentTerm Debt Trustee, on behalf the Note Term Debt Claimholders, 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 or provision of services, as applicable under their respective the relevant ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent Except as otherwise provided in this Agreement, the Term Debt Trustee and the Note other Term Debt 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 Agent Term Debt Trustee 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 withTerm Debt Claimholder.

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 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 Notes Subordinated Debt Documents, the ownership of any Obligor Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Subordinated Creditor will be entitled to manage and supervise its respective loans and extensions of credit under the Subordinated Debt Documents in accordance with law and as it may otherwise deem appropriate. Except as otherwise provided herein, the Subordinated Creditor acknowledges and agrees that the Senior Agent and the 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 Obligor Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreementherein, the Notes Agent and the Note Claimholders 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 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 Claimholdersand Senior Creditors, and the ABL Senior Agent and the other ABL Claimholders Senior Creditors shall have no duty to the Notes Agent 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 event of default or default under any agreements with the Obligors or Senior Obligor or any Grantor other grantor or guarantor (including 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, 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, any Other Pari Passu Lien Obligations Agreement, 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 or the Other Pari Passu Lien Obligations Agreement 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, the Notes Documents and the Note DocumentsOther Pari Passu Lien Obligations Agreement), regardless of any knowledge thereof which they may have or be charged with. Notes Agent hereby waives to the fullest extent permitted by law any claim that may be had against ABL Agent or any other ABL Claimholder in the absence of gross negligence or willful misconduct arising out of any actions which ABL Agent or such other ABL Claimholder takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the ABL Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such ABL Obligations. ABL Agent hereby waives to the fullest extent permitted by law any claim that may be had against Notes Agent or any other Notes Claimholder arising out of any actions which Notes Agent or such Notes Claimholder takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Notes Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Notes Obligations.

No Warranties or Liability. The 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 Revolving Collateral 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 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 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. The Notes Collateral Agent hereby waives to the fullest extent permitted by law any claim that may be had against the Revolving Collateral Agent or any Revolving Claimholder arising out of any actions which the Revolving Collateral Agent or such Revolving Claimholder take or omit to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Revolving Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Revolving Obligations. The Revolving Collateral Agent hereby waives to the fullest extent permitted by law any claim that may be had against the Notes Collateral Agent or any Notes Claimholder arising out of any actions which the Notes Collateral Agent or such Notes Claimholder take or omit to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Notes Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Notes Obligations.

No Warranties or Liability. The ABL Collateral Agent, for itself and on behalf of the ABL Claimholdersother Noteholder Secured Parties, acknowledges and agrees that each of the Notes ABL Agent and the Note Claimholders other ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note ABL Documents, the ownership of any ABL Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this AgreementThe Collateral Agent agrees, for itself and on behalf of the Notes Agent and other Noteholder Secured Parties, that the Note Claimholders ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Note ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the ABL Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Collateral Agent or any of the other Noteholder Secured Parties have in the ABL Collateral or otherwise, in each case except as otherwise provided in this Intercreditor Agreement. The Notes ABL Agent, for itself and on behalf of the Note ClaimholdersABL Secured Parties, acknowledges and agrees that neither the ABL Collateral Agent and the nor any other ABL Claimholders have Noteholder Secured Party has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other ABL Loan Noteholder Documents, the ownership of any ABL Collateral or the perfection or of priority of any Liens thereon. Except as otherwise provided hereinThe ABL Agent agrees, for itself and on behalf of the other ABL Secured Parties, that the Collateral Agent and the other ABL Claimholders Noteholder Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit the Noteholder Debt under their respective ABL Loan the Noteholder Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes , and the Collateral Agent and the Note Claimholders Noteholder Secured Parties may manage their Noteholder Debt without regard to any rights or interests that the ABL Agent or any of the other ABL Secured Parties have in the ABL Collateral or otherwise, in each case except as otherwise provided in this Intercreditor Agreement. Neither the ABL Agent nor any of the other ABL Secured Parties shall have no any duty to the Collateral Agent or any of the other Noteholder Secured Parties, and neither the Collateral Agent or any of the other Noteholder Secured Parties shall have any duty to the ABL Agent or any of the ABL Claimholders, and the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any of the other Note ClaimholdersSecured Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor Borrower (including the Noteholder Documents or any 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 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 Credit Collateral Agent, on behalf of itself and the ABL ClaimholdersRevolving Credit Claimholders under the Revolving Credit Loan Documents, acknowledges and agrees that each of the Notes Term Loan Collateral 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 Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Term Loan Collateral 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 Term Loan Collateral Agent, on behalf of itself and the Note Term Loan Claimholders, acknowledges and agrees that each of the ABL Revolving Credit Collateral Agent and the other ABL Revolving Credit Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other ABL Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided hereinin this Agreement, the ABL Revolving Credit Collateral Agent and the other ABL Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. , The Notes Term Loan Collateral Agent and the Note Term Loan Claimholders shall have no duty to the ABL Revolving Credit Collateral Agent or any of the ABL Revolving Credit Claimholders, and the ABL Revolving Credit Collateral Agent and the other ABL Revolving Credit Claimholders shall have no duty to the Notes Term Loan Collateral 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 Revolving Credit 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 ClaimholdersClaimholders under the ABL Documents, acknowledges and agrees that each of the no Notes Collateral Agent and the Note Claimholders have nor any Notes Priority Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the 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 Collateral Agents 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 the Notes Documents, as they may otherwisemay, in their sole discretion, deem appropriate. The Each Notes Collateral Agent, on behalf of itself and the Note applicable Notes Claimholders, acknowledges and agrees that neither the ABL Administrative Agent and the other nor any ABL Claimholders have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided hereinin this Agreement, the ABL Administrative 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 the ABL Documents, as they may otherwisemay, in their sole discretion, deem appropriate. The No Notes Collateral Agent and the Note nor any Notes Claimholders shall have no any duty to the ABL Administrative Agent or any of the ABL Claimholders, and the ABL Administrative Agent and the other ABL Claimholders shall have no duty to the any Notes Collateral 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 itself and the ABL other Revolving Claimholders, acknowledges and agrees that each the Notes Collateral Agent has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability, or enforceability of any of the 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 itself and the other Notes Claimholders, acknowledges and agrees that the Revolving Collateral Agent and the Revolving Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the 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 and 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 a default or 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. The Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, acknowledges and agrees that the Notes Collateral Agent may, but shall have no obligation to, take all such actions it determines to perfect or continue the perfection of the Notes Claimholders’ second-priority security interest in the Revolving Priority Collateral and the Notes Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection. The Notes Collateral Agent, on behalf of itself and the other Notes Claimholders, acknowledges and agrees that the Revolving Collateral Agent may, but shall have no obligation to, take all such actions it determines to perfect or continue the perfection of the Revolving Claimholders’ second-priority security interest in the Notes Priority Collateral and the Revolving Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection.

No Warranties or Liability. The 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 AgentTrustee, on behalf of itself and the ABL ClaimholdersNoteholders, acknowledges and agrees that each of the Notes Credit Agent and the Note Claimholders Senior Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Senior Lender Documents, the ownership of any Common 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 Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Senior Lender 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 Senior Lenders may 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 without regard to any rights or interests that the Note Claimholders shall have no duty to the ABL Agent Trustee or any of the ABL ClaimholdersNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the ABL Credit Agent and the other ABL Claimholders nor any Senior Lender shall have no any duty to the Notes Agent Trustee or any of the other Note Claimholders, Noteholders to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor Subsidiary thereof (including the ABL Loan Documents and the Note Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Credit Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company's, the Canadian Borrowers' (as defined in the Senior Credit Agreement), the Guarantors' (as defined in the Senior Credit Agreement) or any Subsidiary's title to or right to transfer any of the Common Collateral, or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

No Warranties or Liability. The 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 Collateral Agent, on behalf of the itself and each other ABL ClaimholdersClaimholder, acknowledges and agrees that each none of the Notes Term Loan Collateral Agent and the Note Claimholders have or any other Term Loan Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the other Note Term Loan Documents, the ownership of any ABL Priority Collateral or the perfection or priority of any Liens thereon. Except as otherwise 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 Term Loan Collateral Agent, on behalf the Note Claimholdersof itself and each other Term Loan Claimholder, acknowledges and agrees that none of the ABL Collateral Agent and the or any other ABL Claimholders have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the other ABL Loan Documents, the ownership of any ABL Priority 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 ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Term Loan Collateral Agent and the Note other Term Loan Claimholders shall have no duty to the ABL Collateral Agent or any of the other ABL ClaimholdersClaimholder, and the ABL Collateral Agent and the other ABL Claimholders shall have no duty to the Notes Term Loan Collateral Agent or any of the other Note ClaimholdersTerm Loan Claimholder, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any ABL 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 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 ABL AgentTrustee, on behalf of itself and the ABL ClaimholdersNoteholders, acknowledges and agrees that each of the Notes Credit Agent and the Note Claimholders Senior Lenders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the other Note Senior Lender Documents, the ownership of any Common 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 Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Senior Lender 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 Senior Lenders may 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 without regard to any rights or interests that the Note Claimholders shall have no duty to the ABL Agent Trustee or any of the ABL ClaimholdersNoteholders have in the Common Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the ABL Credit Agent and the other ABL Claimholders nor any Senior Lender shall have no any duty to the Notes Agent Trustee or any of the other Note Claimholders, Noteholders to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor Subsidiary thereof (including the ABL Loan Documents and the Note Noteholder Documents), regardless of any knowledge thereof which that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the Credit Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other nor do they hereby make to each other any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company's, the Guarantors' (as defined in the Senior Credit Agreement) or any Subsidiary's title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Intercreditor Agreement.

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