Common use of No Warranties or Liability Clause in Contracts

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

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

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

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

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

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

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

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

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

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

No Warranties or Liability. The U.S. First-Each First Lien Collateral AgentClaimholder Representative, on behalf of itself and the First-First Lien Creditors Claimholders under the First-its First Lien Credit Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent Trustee and the other Second-Second Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Second Lien Loan Credit Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Loan Credit Documents in accordance accordance, with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsObligations, acknowledges and agrees that each of the U.S. First-First Lien Collateral Agent Claimholder Representative(s) and the other First-First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-First Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First-First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance accordance, with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent Trustee and the other Second-Second Lien Creditors Claimholders shall have no duty to any First Lien Claimholder Representative or any of the First Lien Claimholders, and the First Lien Claimholder Representative(s) and the First Lien Claimholders shall have no duty to the U.S. First-Second Lien Collateral Agent Trustee or any of the other First-Second Lien Creditors, and the U.S. First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien CreditorsClaimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Parent Borrower or any other Grantor Guarantor Subsidiary (including under the First-First Lien Credit Documents and the Second-Second Lien Loan Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

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

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

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

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

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

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

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

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

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

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

No Warranties or Liability. The U.S. First-First Lien Collateral AgentAgents, on behalf of itself themselves and the First-First Lien Creditors Claimholders under the First-First Lien Loan Documents, acknowledges acknowledge and agrees agree that each of the Second-Second Lien Collateral Agent Agents and the other Second-Second Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Second Lien Loan Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Except as otherwise provided herein, the Second Lien Collateral AgentAgents, on behalf of itself themselves and the Second-Second Lien CreditorsClaimholders, acknowledges acknowledge and agrees agree that each of the U.S. First-First Lien Collateral Agent Agents and the other First-First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-First Lien Loan Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent Agents and the other Second-Second Lien Creditors Claimholders shall have no duty to the U.S. First-First Lien Collateral Agent Agents or any of the other First-First Lien CreditorsClaimholders, and the U.S. First-First Lien Collateral Agent Agents and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent Agents or any of the other Second-Second Lien CreditorsClaimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event Event of default Default or default under any agreements with Holdings, the Parent Borrower Company or any other Grantor grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

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

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

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

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

No Warranties or Liability. The U.S. First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent Agents and the other Second-Second Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective debt securities, loans and extensions of credit credit, as applicable, under the Second-Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Except as otherwise provided herein, each Second Lien Collateral Agent, on behalf of itself and the Second-applicable Second Lien CreditorsClaimholders, acknowledges and agrees that each of the U.S. First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent Agents and the other Second-Second Lien Creditors Claimholders shall have no duty to the U.S. First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the U.S. First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-any Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event Event of default Default or default under any agreements with Holdingsthe First Lien Borrowers, the Parent Borrower Issuers or any other Grantor Obligor (including under the First-First Lien Documents and the Second-Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

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

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

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

No Warranties or Liability. The U.S. First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-First Lien Loan Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Loan Documents in accordance with law and as they may otherwisemay, in their sole discretion, deem appropriateappropriate but subject to the terms of the Second Lien Credit Documents and applicable law. The Second-Except as otherwise provided herein, the Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsClaimholders, acknowledges and agrees that each of the U.S. First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Loan Documents in accordance with law and as they may otherwisemay, in their sole discretion, deem appropriateappropriate subject to the terms of the First Lien Credit Documents and applicable law. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the U.S. First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the U.S. First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Parent Borrower Company or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. The U.S. First-Senior Lien Collateral Agent, for itself and on behalf of itself and the First-Senior Lien Creditors Claimholders under the First-its Senior Lien Note Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Second Lien Loan Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Subject to the provisions of this Agreement, the Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Loan Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself Claimholders acknowledge and agree that the Second-Lien Creditors, acknowledges and agrees that each of the U.S. First-Senior Lien Collateral Agent and the other First-Senior Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Senior Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Lien Creditors Claimholders shall have no duty to the U.S. First-Senior Lien Collateral Agent or any of the other First-Senior Lien CreditorsClaimholders, and the U.S. First-Senior Lien Collateral Agent and the other First-Senior Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Lien Creditors, Claimholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Parent Borrower Issuer or any other Grantor Issuer Subsidiary (including under the First-Senior Lien Note Documents and the Second-Second Lien Loan Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

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

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

No Warranties or Liability. The U.S. First-Each First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors under the First-Claimholders with respect to which such First Lien DocumentsCollateral Agent is acting as Agent, acknowledges and agrees that each of the Second-no Second Lien Collateral Agent and the other Second-nor any Second Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Second Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise expressly provided herein, the Second Lien Creditors Collateral Agents and the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Each Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsClaimholders with respect to which such Second Lien Collateral Agent is acting as Agent, acknowledges and agrees that each of the U.S. First-no First Lien Collateral Agent and the other First-nor any First Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Except as otherwise expressly provided herein, the First Lien Creditors Collateral Agents and the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the U.S. First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the U.S. First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Parent any Borrower or any other Grantor (including under the First-First Lien Documents and the Second-Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with.

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

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

No Warranties or Liability. The U.S. First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors under the First-Lien DocumentsClaimholders, acknowledges and agrees that each of neither the Second-Second Lien Collateral Agent and nor the other Second-Second Lien Creditors Claimholders have made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Second Lien Loan Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Loan Credit Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsClaimholders, acknowledges and agrees that each of neither the U.S. First-First Lien Collateral Agent and nor the other First-First Lien Creditors Claimholders have made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-First Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Neither the Second Lien Collateral Agent and nor the other Second-Second Lien Creditors Claimholders shall have no any duty to the U.S. First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and neither the U.S. First-First Lien Collateral Agent and nor the other First-First Lien Creditors Claimholders shall have no any duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Parent Borrower Company or any other Grantor (including under the First-First Lien Credit Documents and the Second-Second Lien Loan Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

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

No Warranties or Liability. The U.S. First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-its First Lien Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-First Lien Loan Documents, the Second Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, consistent with the terms of this Agreement. The Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsClaimholders, acknowledges and agrees that each of the U.S. First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-First Lien Documents, the Second Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First-First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, consistent with the terms of this Agreement. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the U.S. First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the U.S. First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Parent Borrower or any other Grantor (including under the First-First Lien Documents and the Second-Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with. If the First Lien Agent or any First Lien Claimholder shall honor or fail to honor a request by any Grantor for a loan, advance or other financial accommodation under the First Lien Documents, whether or not the First Lien Agent or any First Lien Claimholder has knowledge that the honoring or dishonoring of such request would result in an event of default, or act, condition or event which with notice or passage of time or both would constitute an event of default, under the Second Lien Documents, the First Lien Agent and the other First Lien Claimholders shall not have any liability whatsoever to the Second Lien Agent or the other Second Lien Claimholders as a result thereof and, without limiting the generality of the foregoing, the Second Lien Agent and the Second Lien Claimholders agree that the First Lien Agent and the First Lien Claimholders shall not have any liability for tortious interference with contractual relations or for inducement to breach any contract of the Second Lien Agent and the other Second Lien Claimholders, but without prejudice to the express rights of the Second Lien Agent and the Second Lien Claimholders under this Agreement. If the Second Lien Agent shall honor or fail to honor a request by any Debtor for a loan, advance or other financial accommodation under Second Lien Documents, whether or not the Second Lien Agent has knowledge that the honoring or dishonoring of such request would result in an event of default, or act, condition or event which with notice or passage of time or both would constitute an event of default, under the First Lien Documents, the Second Lien Agent and the other Second Lien Claimholders shall not have any liability whatsoever to the First Lien Agent and the other First Lien Claimholders as a result of thereof and, without limiting the generality of the foregoing, the First Lien Agent and the First Lien Claimholders agree that the Second Lien Agent and the Second Lien Claimholders shall not have any liability for tortious interference with contractual relations or for inducement to breach any contract of the First Lien Agent and the other First Lien Claimholders, but without prejudice to the express rights of the First Lien Agent and the First Lien Claimholders under this Agreement.

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

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

No Warranties or Liability. The U.S. Each of (x) the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under the its First-Lien Credit Documents, acknowledges and agrees (y) the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors under its Third-Lien Credit Documents, acknowledge and agree that each of the Second-Lien Collateral Agent and the other Second-Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second-Lien Loan Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Lien Loan Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Each of (x) the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien CreditorsCreditors under its Second-Lien Credit Documents, acknowledges and agrees (y) the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors under its Third-Lien Credit Documents, acknowledge and agree that each of the U.S. First-Lien Collateral Agent and the other First-Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Each of (x) the First-Lien Collateral Agent, on behalf of itself and the First-Lien Creditors under its First-Lien Credit Documents, and (y) the Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors under its Second-Lien Credit Documents, acknowledge and agree that each of the Third-Lien Collateral Agent and the other Third-Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third-Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Third-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Third-Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent, the Second-Lien Creditors, the Third-Lien Collateral Agent and the Third-Lien Creditors shall have no duty to the U.S. First-Lien Collateral Agent or any of the other First-Lien Creditors, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Subsidiary Guarantor (including the First-Lien Credit Documents, the Second-Lien Note Documents and the U.S. Third-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with. The First-Lien Collateral Agent, the First-Lien Creditors, the Third-Lien Collateral Agent and the other FirstThird-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien Creditors, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Parent Borrower or any other Grantor Subsidiary Guarantor (including under the First-Lien Credit Documents, the Second-Lien Note Documents and the Third-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with. The First-Lien Collateral Agent, the First-Lien Creditors, the Second-Lien Collateral Agent and the Second-Lien Loan Creditors shall have no duty to the Third-Lien Collateral Agent or any of the Third-Lien Creditors, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Borrower or any Subsidiary Guarantor (including the First-Lien Credit Documents, the Second-Lien Note Documents and the Third-Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

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

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

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

No Warranties or Liability. The U.S. First-First Lien Collateral Agent, on behalf of itself and the First-First Lien Creditors Claimholders under the First-its First Lien Documents, acknowledges and agrees that each of the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-First Lien Loan Documents, the Second Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Second-Second Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-Second Lien Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, consistent with the terms of this Agreement. The Second-Second Lien Collateral Agent, on behalf of itself and the Second-Second Lien CreditorsClaimholders, acknowledges and agrees that each of the U.S. First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the First-First Lien Documents, the Second Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First-First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-First Lien Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate, consistent with the terms of this Agreement. The Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Claimholders shall have no duty to the U.S. First-First Lien Collateral Agent or any of the other First-First Lien CreditorsClaimholders, and the U.S. First-First Lien Collateral Agent and the other First-First Lien Creditors Claimholders shall have no duty to the Second-Second Lien Collateral Agent or any of the other Second-Second Lien CreditorsClaimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Parent Borrower or any other Grantor (including under the First-First Lien Documents and the Second-Second Lien Loan Documents), regardless of any knowledge thereof which they may have or be charged with.. If the First Lien Agent or any First Lien Claimholder shall honor or fail to honor a request by any Grantor for a loan, advance or other financial accommodation under the First Lien Documents, whether or not the First Lien Agent or any First Lien Claimholder has knowledge that the honoring or dishonoring of such request would result in an event of default, or act, condition or event which with notice or passage of time or both would constitute an event of default, under the Second Lien Documents, the First Lien Agent and the other First Lien Claimholders shall not have any liability whatsoever to the Second Lien Agent or the other Second Lien Claimholders as a result thereof and, without limiting the generality of the foregoing, the Second Lien Agent and the Second Lien Claimholders agree that the First Lien Agent and the First Lien Claimholders shall not have any liability for tortious interference with contractual relations or for inducement to breach any contract of the Second Lien Agent and the other Second Lien Claimholders, but without prejudice to the express rights of the Second Lien Agent and the Second Lien Claimholders under this Agreement. If the Second Lien Agent shall honor or fail to honor a request by any Debtor for a loan, advance or other financial accommodation under Second Lien Documents, whether or not the Second Lien Agent has knowledge that the honoring or dishonoring of such request would result in an event of default, or act, condition or event which with notice or passage of time or both would constitute an event of default, under the First Lien Documents, the Second Lien Agent and the other Second Lien Claimholders shall not have any liability whatsoever to the First Lien Agent and the other First Lien Claimholders as a result of thereof and, without limiting the generality of the foregoing, the First Lien Agent and the First Lien Claimholders agree that the Second Lien Agent and the Second Lien Claimholders shall not have any liability for tortious interference with contractual relations or for inducement to breach any contract of the First Lien Agent and the other First Lien Claimholders, but without prejudice to the express rights of the First Lien Agent and the First Lien Claimholders under this Agreement..

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

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

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

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

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

No Warranties or Liability. The U.S. First-First Lien Collateral Agent, on behalf of itself and the First-each other First Lien Creditors under the First-Lien DocumentsClaimholder, acknowledges and agrees that each none of the Second-Second Lien Collateral Notes Agent and the or any other Second-Second Lien Creditors have Claimholder has made no any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Second-Second Lien Notes Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Notes Agent, on behalf of itself and each other Second Lien Claimholder, acknowledges and agrees that none of the First Lien Collateral Agent or any other First Lien Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second-Except as otherwise provided herein, the First Lien Creditors Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second-First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Second Lien Notes Agent and the other Second Lien Claimholders shall have no duty to the First Lien Collateral AgentAgent or any other First Lien Claimholder, on behalf of itself and the Second-Lien Creditors, acknowledges and agrees that each of the U.S. First-First Lien Collateral Agent and the other First-First Lien Creditors have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First-Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First-Lien Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective First-Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second-Lien Collateral Agent and the other Second-Lien Creditors Claimholders shall have no duty to the U.S. First-Second Lien Collateral Notes Agent or any of the other First-Second Lien Creditors, and the U.S. First-Lien Collateral Agent and the other First-Lien Creditors shall have no duty to the Second-Lien Collateral Agent or any of the other Second-Lien CreditorsClaimholder, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with Holdings, the Parent Borrower Company or any other Grantor (including under the First-First Lien Loan Documents and the Second-Second Lien Loan Notes Documents), regardless of any knowledge thereof which they may have or be charged with.

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