Common use of No Warranties or Liability Clause in Contracts

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

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

No Warranties or Liability. (ai) Second Lien Each of the Revolving Facility Agent, for itself and on behalf of itself and the other Revolving Facility Secured Parties, and, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself and the other Second Lien Secured Parties, acknowledges and agrees that each of the First Lien Security Agent and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the their respective First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, . The First Lien Security Agent and the First Lien Secured Parties may manage their loans and extensions of credit without regard shall have no duty to any rights or interests that Second Lien the Revolving Facility Agent or any of the other Revolving Facility Secured Parties, or, if any Additional Second Lien Secured Parties Obligations have in been issued, the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Security Agent or any of the other Second Lien Secured Parties Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Grantor (including the First Lien Documents, the Second Lien Documents and the Revolving Facility Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Each of the First Lien Security Agent, for itself and on behalf of itself and the other First Lien Secured Parties, and, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent, on behalf of itself and the other Second Lien Secured Parties, acknowledges and agrees that each of First Lien the Revolving Facility Agent and the other First Lien Revolving Facility Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Revolving Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the First Lien The Revolving Facility Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien their respective Revolving Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Revolving Facility Agent and the Revolving Facility Secured Parties shall have no duty to the First Lien Security Agent, and any of the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Parties, the Second Lien Security Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second Lien Agent or any of the other Second Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the Revolving Facility Documents, the First Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

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

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

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

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

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

No Warranties or Liability. (a) Second a. Each Junior Lien Collateral Agent, for itself and on behalf of the other Second Junior Lien Secured PartiesParties for whom it is acting as agent, acknowledges and agrees that each of First Lien Agent and the other First Lien Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Each Junior Lien Collateral Agent agrees, for itself and on behalf of the other Second Junior Lien Secured PartiesParties for whom it is acting as agent, that the First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that Second any Junior Lien Collateral Agent or any of the other Second Junior Lien Secured Parties have in the Collateral or otherwise, except EX-235- as otherwise provided in this Intercreditor Agreement. Neither First Lien Agent nor any of the other First Lien Secured Parties shall have any duty to Second any Junior Lien Collateral Agent or any of the other Second Junior Lien Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Second Junior Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that each of Neither any First Lien Agent and the other nor any First Lien Secured Parties Party shall have been deemed to have made no any express or implied representation or warrantywarranty upon which any Second Lien Agent or any Second Lien Secured Party may rely, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that the The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the applicable First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First Lien Secured Parties may manage their respective loans and extensions of credit without regard to any rights or interests that any Second Lien Agent or any of the other Second Lien Secured Parties have in the Collateral or otherwise, except as otherwise provided in this Intercreditor Agreement. Neither any First Lien Agent nor any of the other First Lien Secured Parties Party shall have any duty to any Second Lien Agent or any of the other Second Lien Secured Parties Party to act or refrain from acting in a manner which that allows, or results in, the occurrence or continuance of an event “Event of default Default” or default “Default” under and as defined in any agreements with Holdings, the Company or any Grantor Subsidiary thereof (including the Second Lien Documents), regardless of any knowledge thereof which that they may have or be charged with.

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

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

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