Common use of No Warranties or Liability Clause in Contracts

No Warranties or Liability. (a) Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.

No Warranties or Liability. (a) Each of the First Lien Collateral The ABL Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders, acknowledges and agrees that, except for that each of the representations Notes Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Note Claimholders have made any 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 other Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNote Claimholders, acknowledges and agrees that, except for that the representations ABL Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has ABL Claimholders have made any 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 Note other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the ABL Agent and the other ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Claimholders shall have no duty to the ABL Agent or any of the First Lien Collateral AgentABL Claimholders, for itself and on behalf the ABL Agent and the other ABL Claimholders shall have no duty to the Notes Agent or any of the other First Lien Secured PartiesNote Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Third Lien Collateral AgentNote Documents), for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The US Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Documents, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Notes Collateral Agent nor any other Third Lien Secured Party has and the Notes Claimholders have made any 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 Note Notes Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Notes Collateral Agent and the Notes Claimholders will be entitled to manage and supervise their respective Notes 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 Notes Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the First Lien US Revolving Credit Collateral Agent nor any other First Lien Secured Party has and the Revolving Credit Claimholders have made any 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 Note Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Revolving Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Agent and the Notes Claimholders shall have no duty to the US Revolving Credit Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien US Revolving Credit Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect and the Revolving Credit Claimholders shall have no duty to the execution, validity, legality, completeness, collectibility Notes Collateral Agent or enforceability of any of the Second Lien Note DocumentsNotes Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Documents and the Notes Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The ABL Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of ABL Claimholders under the other Second Lien Secured PartiesABL Credit Documents, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien that no Fixed Asset Collateral Agent nor any other Third Lien Secured Party Fixed Asset Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Fixed Asset Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Fixed Asset Collateral Agents and the Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Fixed Asset Documents in accordance with law and the Fixed Asset Documents, as they may, in their sole discretion, deem appropriate. Each of the Second Lien Fixed Asset Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Partiesapplicable Fixed Asset Claimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, that neither the First Lien ABL Collateral Agent nor any other First Lien Secured Party ABL Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note ABL Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the First Lien ABL Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, Agent and the Third Lien Collateral AgentABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Credit Documents in accordance with law and the ABL Credit Documents, for itself and on behalf of the other Third Lien Secured Partiesas they may, acknowledges and agrees thatin their sole discretion, except for the representations and warranties set forth in Article VIII, neither the Second Lien deem appropriate. No Fixed Asset Collateral Agent nor any other Second Lien Secured Party has made Fixed Asset Claimholders shall have any express or implied representation or warranty, including with respect duty to the execution, validity, legality, completeness, collectibility ABL Collateral Agent or enforceability of any of the Second Lien Note DocumentsABL Claimholders, and the ABL Collateral Agent and the ABL Claimholders shall have no duty to any Fixed Asset Collateral Agent or any of the Fixed Asset Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Credit Documents and the Fixed Asset Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The ABL Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders, acknowledges and agrees that, except for that the representations Term Loan Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Term Loan Claimholders have made any 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 Note Term Loan Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each The Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral Term Loan Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesTerm Loan Claimholders, acknowledges and agrees that, except for that the representations ABL Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has ABL Claimholders have made any 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 Note ABL Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each The ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Agent and the Term Loan Claimholders shall have no duty to the ABL Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesABL Claimholders, and the Third Lien Collateral Agent, for itself ABL Agent and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect ABL Claimholders shall have no duty to the execution, validity, legality, completeness, collectibility Term Loan Agent or enforceability of any of the Second Lien Note DocumentsTerm Loan Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Credit Documents and the Term Loan Credit Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral AgentThe Notes Representative hereby acknowledges and agrees, for itself and on behalf of itself and the other First Lien Notes Secured Parties, that each of the Debentures Representative and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Debenture Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Parties have made any 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 Note Debenture Documents, the ownership of any Collateral Debenture or Shared Collateral, the perfection or priority of any Liens thereonthereon or the enforceability of any waivers granted herein. Each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, The Debentures Representative and the Third Lien Collateral Agentholders of Debentures will be entitled to manage and supervise their respective securities under the Debenture Documents in accordance with law and as they may otherwise, for itself in their sole discretion, deem appropriate. The Debentures Representative and, by virtue of accepting the Debentures, the holders of Debentures, hereby acknowledge and on behalf of agree that the other Third Lien Notes Representative and the Notes Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Parties have made any 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 Note NISA Documents, the ownership of any Notes or Shared Collateral or the perfection or priority of any Liens thereon. Each The Notes Secured Parties will be entitled to manage and supervise their respective securities under their respective NISA Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Debentures Representative and the Debenture Secured Parties shall have no duty to the Notes Representative or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Notes Secured Parties, and the Third Lien Collateral Agent, for itself Notes Representative and on behalf the Notes Secured Parties shall have no duty to the Debentures Representative or any of the other Third Lien Debenture Secured Parties, acknowledges 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 GWG Life, GWG Holdings or their Affiliates (including the NISA Documents and agrees thatthe Debenture Documents), except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral AgentThe Senior Indebtedness Representative, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesSenior Revolving Claimholders under its Senior Revolving Credit Documents, acknowledges and agrees that, except for that each of the representations Term Administrative Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Term Claimholders have made any 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 Note Term Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each The Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral Term Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesTerm Claimholders under its Term Credit Documents, acknowledges and agrees that, except for that each of the representations Senior Indebtedness Representative and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Senior Revolving Claimholders have made any 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 Note Senior Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each The Senior Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Senior Revolving Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Administrative Agent and the Term Claimholders shall have no duty to the Senior Indebtedness Representative or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesSenior Revolving Claimholders, and the Third Lien Collateral Agent, for itself Senior Indebtedness Representative and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect Senior Revolving Claimholders shall have no duty to the execution, validity, legality, completeness, collectibility Term Administrative Agent or enforceability of any of the Second Lien Note DocumentsTerm Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Obligor (including the Senior Revolving Credit Documents and the Term Credit Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The Senior Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Senior Creditors under the other Second Lien Secured PartiesSenior Debt Documents, acknowledges and agrees that, except for that each of the representations Trustee and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party Subordinated Creditor has made any 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 Note Subordinated Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Subordinated Creditor will be entitled to manage and supervise their respective loans and extensions of credit under the Subordinated Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, Trustee and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, Subordinated Creditor acknowledges and agrees that, except for that each of the representations Senior Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Senior Creditors have made any 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 Note Senior Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each The Senior Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Trustee and the First Lien Collateral Agent, for itself and on behalf Subordinated Creditor shall have no duty to the Senior Agent or any of the other First Lien Secured PartiesSenior Creditors, and the Third Lien Collateral Agent, for itself Senior Agent and on behalf of the other Third Lien Secured PartiesSenior Creditors shall have no duty to the Trustee or the Subordinated Creditor, acknowledges and agrees thatto act or refrain from acting in a manner which allows, except for or results in, the representations and warranties set forth in Article VIII, neither occurrence or continuance of a default or event of default or default under any agreements with the Second Lien Collateral Agent nor Company or any other Second Lien Secured Party has made any express or implied representation or warrantyGrantor (including under the Senior Debt Documents and the Subordinated Debt Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Notes Collateral Agent, for itself and Agent (on behalf of the other First Lien Secured Parties, itself and the Second Lien Noteholders) and the Pari Passu Collateral Agent, for itself and Agent (on behalf of itself and the other Second Lien Secured Parties, Pari Passu Lenders) acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, that neither the Third Lien Working Capital Facility Collateral Agent nor any other Third Lien Secured Party Working Capital Facility Lender has made any express or implied representation or warranty, including including, without limitation, with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Third Lien Note Working Capital Facility Obligations or the Working Capital Facility Documents. The Working Capital Facility Collateral Agent and the Working Capital Facility Lenders will be entitled to manage and supervise their respective loans and extensions of credit to the Company in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Working Capital Facility Collateral Agent and the Working Capital Facility Lenders may manage their loans and extensions of credit without regard to any rights or interests that any of the Senior Subordinated Secured Parties have in the Shared Collateral or otherwise, except as otherwise expressly provided in this Agreement. Neither the Working Capital Facility Collateral Agent nor any Working Capital Facility Lender shall have any duty to any of the Senior Subordinated Secured Parties to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Obligor (including, without limitation, the Notes Documents and the Pari Passu Indebtedness Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with. Each of the Second Lien Working Capital Facility Collateral Agent, for itself and Agent (on behalf of the other Second Lien Secured Parties, itself and the Third Lien Working Capital Facility Lenders, the Existing Notes Collateral Agent, for itself and Agent (on behalf of itself and the other Third Lien Secured Parties, Existing Notes Noteholders) and the Pari Passu Collateral Agent (on behalf of itself and the Pari Passu Lenders) acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, that neither the First Lien Interim Notes Collateral Agent nor any other First Lien Secured Party Interim Notes Noteholder has made any express or implied representation or warranty, including including, without limitation, with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First Lien Note Documents, the ownership of any Collateral Interim Notes Obligations or the perfection Interim Notes Documents or priority any other Obligations or Secured Debt Documents or this Agreement. The Interim Notes Collateral Agent and the Interim Notes Noteholders will be entitled to manage and supervise their respective loans and extensions of credit to the Company in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Interim Notes Collateral Agent and the Interim Notes Noteholders may manage their loans and extensions of credit without regard to any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf rights or interests that any of the other First Lien Secured Parties, and Parties have in the Third Lien Shared Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees thator otherwise, except for as otherwise expressly provided in this Agreement. Neither the representations and warranties set forth in Article VIII, neither the Second Lien Interim Notes Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Interim Notes Noteholders shall have any duty to any other Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Obligor (including, without limitation, the Working Capital Facility Documents, the ownership Notes Documents and the Pari Passu Indebtedness Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The US Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Documents, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Notes Collateral Agent nor any other Third Lien Secured Party has and the Notes Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Notes Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Notes Collateral Agent and the Notes Claimholders will be entitled to manage and supervise their respective Notes 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 Notes Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the First Lien US Revolving Credit Collateral Agent nor any other First Lien Secured Party has and the Revolving Credit Claimholders have made any 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 Note Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the US Revolving Credit Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Revolving Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Agent and the Notes Claimholders shall have no duty to the US Revolving Credit Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien US Revolving Credit Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect and the Revolving Credit Claimholders shall have no duty to the execution, validity, legality, completeness, collectibility Notes Collateral Agent or enforceability of any of the Second Lien Note DocumentsNotes Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Documents and the Notes Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The North America ABL Agent, for itself and on behalf of itself and the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesNorth America ABL Claimholders, acknowledges and agrees that, except for that each of the representations Notes Collateral Trustee and warranties set forth in Article VIII, neither the Third other Notes Pari Passu Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Indenture Pari Passu Lien Note Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Notes Pari Passu Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Indenture Pari Passu Lien Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral AgentTrustee, for itself and on behalf of itself and the other Second Notes Pari Passu Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesClaimholders, acknowledges and agrees that, except for that each of the representations North America ABL Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has North America ABL Claimholders have made any 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 Note North America ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the North America ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First North America ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Trustee and the other Notes Pari Passu Lien Collateral Agent, for itself and on behalf Claimholders shall have no duty to the North America ABL Agent or any of the other First Lien Secured PartiesNorth America ABL Claimholders, and the Third Lien North America ABL Agent and the other North America ABL Claimholders shall have no duty to the Notes Collateral Agent, for itself and on behalf Trustee or any of the other Third Notes Pari Passu Lien Secured PartiesClaimholders, acknowledges to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the North America ABL Loan Documents and agrees thatthe Indenture Pari Passu Lien Debt Documents), except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Loan Documents, acknowledges and agrees thatthat each of the Collateral Trustee, except for the representations Term Priority Lien Claimholders and warranties set forth in Article VIII, neither the Third Subordinated Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Term Priority Lien Note Documents or the Subordinated Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the Second Collateral Trustee, the Term Priority Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, Claimholders and the Third Subordinated Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Term Priority Lien Documents and Subordinated Lien Documents, as applicable, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral AgentTrustee, for itself the Term Priority Lien Claimholders and on behalf of the other Third Subordinated Lien Secured PartiesClaimholders, each acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the First Lien Revolving Credit Collateral Agent nor any other First Lien Secured Party has and the Revolving Credit Claimholders have made any 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 Note Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral Trustee, the Term Priority Lien Claimholders and the Subordinated Lien Claimholders shall have no duty to the Revolving Credit Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Revolving Credit Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect and the Revolving Credit Claimholders shall have no duty to the executionCollateral Trustee, validity, legality, completeness, collectibility or enforceability of any of the Second Term Priority Lien Note Claimholders or any of the Subordinated Lien Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Loan Documents, the ownership Term Priority Lien Documents and the Subordinated Lien Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

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

No Warranties or Liability. (a) Each of the First Lien The Revolving Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesRevolving Claimholders, acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the Third Lien Notes Collateral Agent nor any other Third Lien Secured Party has made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Third Lien Note Notes Documents, the ownership by any Grantor of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each of Except as otherwise expressly provided herein, the Second Lien Notes Collateral Agent and the Notes Claimholders will be entitled to manage and supervise the Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the First Lien Revolving Collateral Agent nor any other First Lien Secured Party has and Revolving Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First Lien Note Revolving Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, the Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as expressly provided herein, the Notes Collateral Agent, for itself Agent and on behalf of Notes Claimholders shall have no duty to the other First Lien Secured PartiesRevolving Collateral Agent or any Revolving Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Revolving Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect and Revolving Claimholders shall have no duty to the executionNotes Collateral Agent and Notes Claimholders, validityto act or refrain from acting in a manner that allows, legalityor results in, completenessthe occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Loan Documents and the Notes Documents), collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each First Lien Claimholder Representative, on behalf of itself and the First Lien Collateral AgentClaimholders under its First Lien Credit Documents, for itself acknowledges and on behalf agrees that each of the other First Second Lien Secured Parties, Collateral Trustee and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Second Lien Note Credit Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Each The Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Credit Documents in accordance, with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesObligations, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that each of the First Lien Collateral Agent nor any other Claimholder Representative(s) and the First Lien Secured Party has Claimholders have made any 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 Note Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Each The First Lien Claimholders 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 Trustee and the Second Lien Claimholders shall have no duty to any First Lien Claimholder Representative or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, and the Third First Lien Collateral Agent, for itself Claimholder Representative(s) and on behalf of the other Third First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither Claimholders shall have no duty to the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express Trustee or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsClaimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with Parent or any Guarantor Subsidiary (including the First Lien Credit Documents and the Second Lien Credit Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Senior Lien Representative and each Senior Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the each other Second Senior Lien Secured PartiesClaimholder represented by it, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third that no Junior Lien Collateral Agent nor any Representative or other Third Junior Lien Secured Party Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Junior Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Junior Lien Claimholders will be entitled to manage and supervise their respective extensions of credit under the Junior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the each other Third Junior Lien Secured PartiesClaimholder represented by it, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First that no Senior Lien Collateral Agent nor any Representative or other First Senior Lien Secured Party Claimholder has made 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Senior Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Junior Lien Representatives, the Junior Lien Collateral AgentAgents and the other Junior Lien Claimholders shall have no duty to the Senior Lien Representatives, for itself and on behalf the Senior Lien Collateral Agents or any of the other First Senior Lien Secured PartiesClaimholders, and the Third Senior Lien Representatives, the Senior Lien Collateral AgentAgents and the other Senior Lien Claimholders shall have no duty to the Junior Lien Representative, for itself and on behalf the Junior Lien Collateral Agents or any of the other Third Junior Lien Secured PartiesClaimholders, acknowledges 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 (including the Senior Lien Documents and agrees thatthe Junior Lien Documents), except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Loan Documents, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Term Loan Collateral Agent nor any other Third Lien Secured Party has and the Term Loan Claimholders have made any 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 Note Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesTerm Loan Claimholders, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the First Lien Revolving Credit Collateral Agent nor any other First Lien Secured Party has and the Revolving Credit Claimholders have made any 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 Note Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Collateral Agent and the Term Loan Claimholders shall have no duty to the Revolving Credit Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Revolving Credit Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect and the Revolving Credit Claimholders shall have no duty to the execution, validity, legality, completeness, collectibility Term Loan Collateral Agent or enforceability of any of the Second Lien Note DocumentsTerm Loan Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Loan Documents and the Term Loan Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured PartiesClaimholders under the First Lien Loan Documents, acknowledges and agrees that each of the Second Lien Collateral Agent and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Second Lien Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesClaimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that the First Lien Collateral Agent nor any other and the First Lien Secured Party has Claimholders have made any 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 Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, and the Third First Lien Collateral Agent, for itself Agent and on behalf of the other Third First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither Claimholders shall have no duty to the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsClaimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured PartiesClaimholders, acknowledges and agrees that each of the Second Lien Collateral Agent, for itself Trustee and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Subject to the terms of this Agreement, the Second Lien Collateral Agent, for itself Trustee and on behalf of the other Second Lien Secured PartiesClaimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, and the Third Lien in their sole discretion, deem appropriate. The Collateral AgentTrustee, for itself and on behalf of itself and the other Third Second Lien Secured PartiesClaimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that the First Lien Collateral Agent nor any other and the First Lien Secured Party has Claimholders have made any 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Subject to the terms of this Agreement, the First Lien Collateral AgentAgent and the First Lien Claimholders 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, for itself in their sole discretion, deem appropriate. The Collateral Trustee and on behalf the other Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the other First Lien Secured PartiesClaimholders, and the Third First Lien Collateral Agent, for itself Agent and on behalf the First Lien Claimholders shall have no duty to the Collateral Trustee or any of the other Third Second Lien Secured PartiesClaimholders, acknowledges 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 First Lien Documents and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warrantyDocuments), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien ABL Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders represented by it, acknowledges and agrees that, except for that each of the representations Fixed Asset Collateral Agents and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Fixed Asset Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Fixed Asset Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 applicable Fixed Asset Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Lien Fixed Asset Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesFixed Asset Claimholders represented by it, acknowledges and agrees that, except for that each of the representations ABL Collateral Agents and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has ABL Claimholders have made any 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 Note ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the applicable ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the First Lien Fixed Asset Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, Agent and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Fixed Asset Claimholders represented by it shall have no duty to any ABL Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsABL Claimholders, and each ABL Collateral Agent and the ABL Claimholders represented by it shall have no duty to any Fixed Asset Collateral Agent or any of the Fixed Asset Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the ABL Loan Documents and the Fixed Asset Loan Documents), regardless of any Collateral knowledge thereof with which they may have or the perfection or priority of any Liens thereonbe otherwise charged with.

No Warranties or Liability. (a) Each of the The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured PartiesClaimholders under its First Lien Credit Documents, acknowledges and agrees that each of the Second Lien Collateral Agent and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Second Lien Note Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesObligations, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that the First Lien Collateral Agent nor any other and the First Lien Secured Party has Claimholders have made any 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, the First Lien Claimholders 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 Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, and the Third First Lien Collateral Agent, for itself Agent and on behalf of the other Third First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither Claimholders shall have no duty to the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsClaimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any Guarantor Subsidiary (including the First Lien Credit Documents and the Second Lien Credit Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured PartiesClaimholders under the First Lien Loan Documents, acknowledges and agrees that each of the Second Lien Collateral Agent and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Second Lien Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Collateral Agent, for behalf of itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesObligations, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that the First Lien Collateral Agent nor any other and the First Lien Secured Party has Claimholders have made any 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 Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, and the Third First Lien Collateral Agent, for itself Agent and on behalf of the other Third First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither Claimholders shall have no duty to the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsClaimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with U.S. Borrower or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents but excluding, in each case, this Agreement with respect to each other), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Credit Agreement Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Credit Agreement Claimholders under the other Second Lien Secured PartiesCredit Agreement Loan Documents, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Pari Tranche Collateral Agent nor any other Third Lien Secured Party has and the Pari Tranche Claimholders have made any 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 Pari Tranche Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Pari Tranche Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Pari Tranche Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesPari Tranche Obligations, acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the First Lien Credit Agreement Collateral Agent nor any other First Lien Secured Party has and the Credit Agreement Claimholders have made any 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 Note Credit Agreement Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Credit Agreement Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Pari Tranche Collateral Agent and the Pari Tranche Claimholders shall have no duty to the Credit Agreement Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesCredit Agreement Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Credit Agreement Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect and the Credit Agreement Claimholders shall have no duty to the execution, validity, legality, completeness, collectibility Pari Tranche Collateral Agent or enforceability of any of the Second Lien Pari 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 the Company or any other Grantor (including the Credit Agreement Loan Documents and the Pari Tranche Note Documents), the ownership regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Documents, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien that no Fixed Asset Collateral Agent nor any other Third Lien Secured Party Fixed Asset Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Fixed Asset Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Fixed Asset Collateral Agents and the Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Fixed Asset Documents in accordance with law and the Fixed Asset Documents, as they may, in their sole discretion, deem appropriate. Each of the Second Lien Fixed Asset Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Partiesapplicable Fixed Asset Claimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, that neither the First Lien Revolving Credit Collateral Agent nor any other First Lien Secured Party Revolving Credit Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the First Lien Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, Agent and the Third Lien Collateral AgentRevolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Documents in accordance with law and the Revolving Credit Documents, for itself and on behalf of the other Third Lien Secured Partiesas they may, acknowledges and agrees thatin their sole discretion, except for the representations and warranties set forth in Article VIII, neither the Second Lien deem appropriate. No Fixed Asset Collateral Agent nor any other Second Lien Secured Party has made Fixed Asset Claimholders shall have any express or implied representation or warranty, including with respect duty to the execution, validity, legality, completeness, collectibility Revolving Credit Collateral Agent or enforceability of any of the Second Lien Note DocumentsRevolving Credit Claimholders, and the Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall have no duty to any Fixed Asset Collateral Agent or any of the Fixed Asset Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Documents and the Fixed Asset Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, Revolver Agent acknowledges and agrees that, except for the representations that each of Term Loan Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Term Loan Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Third Lien Note Term Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral AgentTerm Loan Documents in accordance with law and as they may otherwise, for itself and on behalf of the other Second Lien Secured Partiesin their sole discretion, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, deem appropriate. Term Loan Agent acknowledges and agrees that, except for the representations that Revolver Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Revolver Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First Lien Note Revolver Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, Revolver Claimholders will be entitled to manage and supervise their respective loans and extensions of the First Lien Collateral Agentcredit under their respective Revolver Loan Documents in accordance with law and as they may otherwise, for itself in their sole discretion, deem appropriate. Term Loan Agent and on behalf of the other First Lien Secured PartiesTerm Loan Claimholders shall have no duty to Revolver Agent or any Revolver Claimholders, and Revolver Agent and Revolver Claimholders shall have no duty to Term Loan Agent or any Term Loan Claimholders, to act or refrain from acting in a manner that allows, or results in, the Third Lien Collateral Agentoccurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolver Loan Documents and the Term Loan Documents), for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The Revolving Credit Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Loan Documents, acknowledges and agrees thatthat each of the Collateral Trustee, except for the representations Secured Debt Representatives and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Debt Claimholders have made any 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 Note Secured Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the Second Lien Collateral AgentTrustee, for itself and on behalf of the other Second Lien Secured Parties, Debt Representatives and the Third Lien Secured Debt Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Secured Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral AgentTrustee, for itself the Secured Debt Representatives and on behalf of the other Third Lien Secured PartiesDebt Claimholders, each acknowledges and agrees that, except for that the representations Revolving Credit Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Revolving Credit Claimholders have made any 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 Note Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders shall have no duty to the Revolving Credit Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Collateral Agent, for itself Revolving Credit Agent and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect Revolving Credit Claimholders shall have no duty to the executionCollateral Trustee, validity, legality, completeness, collectibility the Secured Debt Representatives or enforceability of any of the Second Lien Note DocumentsSecured Debt Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the Revolving Credit Loan Documents and the Secured Debt Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First The Senior Lien Collateral Agent, for itself and on behalf of the other First Senior Lien Secured Parties, and the Second Claimholders under its Senior Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesNote Documents, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each that each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any 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 Note Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Subject to the provisions of this Agreement, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Claimholders acknowledge and agree that the Senior Lien Collateral Agent and the Senior Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Senior Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Claimholders shall have no duty to the Senior Lien Collateral Agent or any of the Senior Lien Claimholders, and the Senior Lien Collateral Agent and the Senior Lien Claimholders shall have no duty to the Second Lien Claimholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Issuer or any Issuer Subsidiary (including the Senior Lien Note Documents and the Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, Lender acknowledges and agrees that, except for the representations that each of Second Lien Trustee and warranties set forth in Article VIII, neither the Third Second Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Third Second Lien Note Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral AgentDocuments in accordance with law and as they may otherwise, for itself and on behalf of the other in their sole discretion, deem appropriate. Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, Trustee acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the that First Lien Collateral Agent nor any other Lender and First Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First Lien Note Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Second Lien Trustee and Second Lien Claimholders shall have no duty to First Lien Lender or any First Lien Claimholders, and First Lien Lender and First Lien Claimholders shall have no duty to Second Lien Trustee or any Second Lien Claimholders, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Collateral Agent, for itself Loan Documents and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warrantyDocuments), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The ABL Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders, acknowledges and agrees thatthat each of the Collateral Trustee, except for the representations Secured Debt Representatives and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Debt Claimholders have made any 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 Note Secured Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the Second Lien Collateral AgentTrustee, for itself and on behalf of the other Second Lien Secured Parties, Debt Representatives and the Third Lien Secured Debt Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Secured Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral AgentTrustee, for itself the Secured Debt Representatives and on behalf of the other Third Lien Secured PartiesDebt Claimholders, each acknowledges and agrees that, except for that the representations ABL Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has ABL Claimholders have made any 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 Note ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the ABL Agent and the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders shall have no duty to the ABL Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesABL Claimholders, and the Third Lien Collateral Agent, for itself ABL Agent and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect ABL Claimholders shall have no duty to the executionCollateral Trustee, validity, legality, completeness, collectibility the Secured Debt Representatives or enforceability of any of the Second Lien Note DocumentsSecured Debt Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the ABL Loan Documents and the Secured Debt Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The Revolving Credit Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Loan Documents, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Noteholder Collateral Agent nor any other Third Lien Secured Party has and the Note Claimholders have made any 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Noteholder Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNote Claimholders, acknowledges and agrees that, except for that the representations Revolving Credit Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Revolving Credit Claimholders have made any 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 Note Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Noteholder Collateral Agent and the Note Claimholders shall have no duty to the Revolving Credit Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Collateral Agent, for itself Revolving Credit Agent and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for Revolving Credit Claimholders shall have no duty to the representations and warranties set forth in Article VIII, neither the Second Lien Noteholder Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Loan Documents and the Note Documents), the ownership regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The ABL Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders, acknowledges and agrees thatthat none of the Senior Secured Notes Agent, except for the representations Senior Secured Notes Claimholders, the Junior Secured Notes Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Junior Secured Party has Notes Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note other Senior Secured Notes Documents or the Junior Secured Notes Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the Second Lien Collateral Senior Secured Notes Agent, for itself the Senior Secured Notes Claimholders, the Junior Secured Notes Agent and the Junior Secured Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Secured Notes Documents and the Junior Secured Notes Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Senior Secured Notes Agent, on behalf of the other Second Lien Senior Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees thatthat none of the ABL Agent, except for the representations ABL Claimholders, the Junior Secured Notes Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Junior Secured Party has Notes Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note other ABL Loan Documents or the Junior Secured Notes Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the First Lien Collateral ABL Agent, for itself the ABL Claimholders, the Junior Secured Notes Agent and the Junior Secured Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Loan Documents and the Junior Secured Notes Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Junior Secured Notes Agent, on behalf of the other First Lien Junior Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees thatthat none of the ABL Agent, except for the representations ABL Claimholders, the Senior Secured Notes Agent and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Senior Secured Party has Notes Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note other ABL Loan Documents or the Senior Secured Notes Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the ABL Agent, the ABL Claimholders, the Senior Secured Notes Agent and the Senior Secured Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Loan Documents and the Senior Secured Notes Documents, respectively, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as expressly provided herein (i) the Senior Secured Notes Agent and the Senior Secured Notes Claimholders shall have no duty to the ABL Agent, any of the ABL Claimholders, the Junior Secured Notes Agent or any of the Junior Secured Notes Claimholders, (ii) the ABL Agent and the other ABL Claimholders shall have no duty to the Senior Secured Notes Agent, any of the other Senior Secured Notes Claimholders, the Junior Secured Notes Agent or any of the other Junior Secured Notes Claimholders and (iii) the Junior Secured Notes Agent and the Junior Secured Notes Claimholders shall have no duty to the ABL Agent, any of the ABL Claimholders, the Senior Secured Notes Agent or any of the Senior Secured Notes Claimholders, in each case, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements any Grantor (including the ABL Loan Documents, the Senior Secured Notes Documents and the Junior Secured Notes Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral Revolving Credit Agent, for itself and on behalf of itself and the other First Revolving Credit Claimholders, acknowledges and agrees that each of the Pari Passu Secured Parties and the Subordinated Lien Secured PartiesParties has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Pari Passu Loan Documents or any Subordinated Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Pari Passu Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral AgentPari Passu Loan 844805.3D-Chicago Server 2A - MSW Documents in accordance with law and as they may otherwise, for itself and in their sole discretion, deem appropriate. Each Pari Passu Representative, on behalf of itself and the other Second Lien Pari Passu Secured Parties, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither Revolving Credit Claimholders or the Third Lien Collateral Agent nor any other Third Subordinated Lien Secured Party Parties has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Revolving Credit Loan Documents or any Subordinated Lien Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Subordinated Lien Collateral AgentRepresentative, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Subordinated Lien Secured Parties, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither Revolving Credit Claimholders or the First Lien Collateral Agent nor any other First Lien Pari Passu Secured Party Parties has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note Revolving Credit Loan Documents or the Pari Passu Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Subordinated Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Subordinated Lien Collateral AgentLoan Documents in accordance with law and as they may otherwise, for itself in their sole discretion, deem appropriate. The Pari Passu Secured Parties and on behalf the Subordinated Lien Secured Parties shall have no duty to the Revolving Credit Agents or any of the other First Revolving Credit Claimholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Grantor (including the Revolving Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with. The Subordinated Lien Secured Parties, Parties and the Third Revolving Credit Agents and the other Revolving Credit Claimholders shall have no duty to the Pari Passu Representatives or any of the Pari Passu Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Grantor (including the Pari Passu Loan Documents), regardless of any knowledge thereof which they may have or be charged with. The Pari Passu Representatives and Pari Passu Secured Parties and the Revolving Credit Agents and the other Revolving Credit Claimholders shall have no duty to the Subordinated Lien Collateral Agent, for itself and on behalf Representatives or any of the other Third Subordinated Lien Secured PartiesParties to act or refrain from acting in a manner which allows, acknowledges and agrees thator results in, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Second Grantor (including the Subordinated Lien Secured Party has made any express or implied representation or warrantyLoan Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Documents, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien that no Fixed Asset Collateral Agent nor any other Third Lien Secured Party Fixed Asset Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Fixed Asset Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Fixed Asset Collateral Agent and the Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Fixed Asset Documents in accordance with law and the Fixed Asset Documents, as they may, in their sole discretion, deem appropriate. The Fixed Asset Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesFixed Asset Claimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, that neither the First Lien Revolving Credit Collateral Agent nor any other First Lien Secured Party Revolving Credit Claimholder has made 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 Note Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the First Lien Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, Agent and the Third Lien Collateral AgentRevolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Documents in accordance with law and the Revolving Credit Documents, for itself and on behalf of the other Third Lien Secured Partiesas they may, acknowledges and agrees thatin their sole discretion, except for the representations and warranties set forth in Article VIII, neither the Second Lien deem appropriate. No Fixed Asset Collateral Agent nor any other Second Lien Secured Party has made Fixed Asset Claimholders shall have any express or implied representation or warranty, including with respect duty to the execution, validity, legality, completeness, collectibility Revolving Credit Collateral Agent or enforceability of any of the Second Lien Note DocumentsRevolving Credit Claimholders, and the Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall have no duty to the Fixed Asset Collateral Agent or any of the Fixed Asset Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Documents and the Fixed Asset Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Controlling Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesControlling Claimholders, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither Subordinated Collateral Agents or the Third Lien Collateral Agent nor any other Third Lien Secured Party has Subordinated Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Subordinated Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Subordinated Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under each of the Second Lien Subordinated Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, each Subordinated Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Partiesrespective Subordinated Claimholders, acknowledges and agrees thatthat none of the Controlling Collateral Agent, except for the representations and warranties set forth in Article VIIIControlling Claimholders, neither the First Lien other Subordinated Collateral Agent nor any Agents or the other First Lien Secured Party has Subordinated Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note Controlling Credit Documents or the Subordinated Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Controlling Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Controlling Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Subordinated Collateral Agents and the First Lien Subordinated Claimholders shall have no duty to the Controlling Collateral Agent, for itself and on behalf any of the Controlling Claimholders or any of the other First Lien Secured PartiesSubordinated Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Controlling Collateral Agent nor and the Controlling Claimholders shall have no duty to any other Second Lien Secured Party has made any express Subordinated Collateral Agent or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsSubordinated Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Controlling Credit Documents and the Subordinated Credit Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral ABL Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders, acknowledges and agrees that, except for that Notes Agent and each of the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Notes Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the Third Lien Note Notes Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, Notes Agent and the other Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Notes Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees that, except for that ABL Agent and each of the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has ABL Claimholders have made any 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 Note ABL Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each of the First Lien Collateral AgentExcept as otherwise expressly provided herein, for itself ABL Agent and on behalf of the other First Lien Secured PartiesABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as expressly provided herein, Notes Agent and other Notes Claimholders shall have no duty to ABL Agent or any other ABL Claimholders, and the Third Lien Collateral Agent, for itself ABL Agent and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral ABL Claimholders shall have no duty to Notes Agent nor or any other Second Lien Secured Party has made Notes Claimholders, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any express agreements with any Grantor (including the ABL Loan Documents and the Notes Documents), regardless of any knowledge thereof which they may have or implied representation be charged with. Notes Agent hereby waives to the fullest extent permitted by law any claim that may be had against ABL Agent or warranty, any other ABL Claimholder arising out of any actions which ABL Agent or such other ABL Claimholder takes or omits to take (including actions with respect to the executioncreation, validityperfection or continuation of Liens on any Collateral, legalityactions with respect to the foreclosure upon, completenesssale, collectibility release or enforceability of depreciation of, or failure to realize upon, any of the Second Lien Note Documents, Collateral and actions with respect to the ownership collection of any Collateral claim for all or any part of the ABL Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such ABL Obligations. ABL Agent hereby waives to the fullest extent permitted by law any claim that may be had against Notes Agent or any other Notes Claimholder arising out of any actions which Notes Agent or such Notes Claimholder takes or omits to take (including actions with respect to the creation, perfection or priority continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any Liens thereonclaim for all or any part of the Notes Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Notes Obligations.

No Warranties or Liability. (a) Each of the First Lien Collateral The Bank Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesBank Claimholders, acknowledges and agrees that, except for that each of the representations Note Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Note Claimholders have made any 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 other Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Note Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Note Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNote Claimholders, acknowledges and agrees that, except for that the representations Bank Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Bank Claimholders have made any 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 Note other Bank Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Bank Agent and the other Bank Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Bank Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Note Agent and the Note Claimholders shall have no duty to the Bank Agent or any of the First Lien Collateral AgentBank Claimholders, for itself and on behalf the Bank Agent and the other Bank Claimholders shall have no duty to the Note Agent or any of the other First Lien Secured PartiesNote Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Bank Loan Documents and the Third Lien Collateral AgentNote Documents), for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured Parties, and the Second Claimholders with respect to which such First Lien Collateral Agent is acting as Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third that no Second Lien Collateral Agent nor any other Third Second Lien Secured Party Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Second Lien Collateral Agents and the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Lien Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the that no First Lien Collateral Agent nor any other First Lien Secured Party Claimholder has made 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, the First Lien 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 Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, and the Third First Lien Collateral Agent, for itself Agent and on behalf of the other Third First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither Claimholders shall have no duty to the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsClaimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Grantor (including the First Lien Documents and the Second Lien Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral AgentThe Trustee, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Partieseach Noteholder, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, that neither the Third Lien Collateral Intercreditor Agent nor any other Third Lien Secured Party Senior Lender has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Each The Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral AgentSenior Lender Documents in accordance with law and as they may otherwise, for itself and on behalf of the other Second Lien Secured Partiesin their sole discretion, deem appropriate, and the Third Lien Collateral Agent, for itself Senior Lenders may manage their loans and on behalf extensions of credit without regard to any rights or interests that the Trustee or any of the other Third Lien Secured Parties, acknowledges and agrees thatNoteholders have in the Common Collateral or otherwise, except for as otherwise provided in this Agreement. Neither the representations and warranties Intercreditor Agent nor any Senior Lender shall have any duty to the Trustee or any Noteholder to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Noteholder Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in Article VIIIthis Intercreditor Agreement, neither the First Lien Collateral Agent Intercreditor Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other, nor do they hereby make to each other, any other First Lien Secured Party has made any warranties, express or implied representation or warrantyimplied, including nor do they assume any liability to each other with respect to (a) the executionenforceability, validity, legality, completeness, value or collectibility or enforceability of any of the First Lien Note DocumentsSenior Lender Claims, the ownership Noteholder Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Common Collateral or the perfection or priority of (c) any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, matter except for the representations and warranties as expressly set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereonthis Intercreditor Agreement.

No Warranties or Liability. (a) Each of the First Lien The Collateral Agent, for itself and on behalf of itself, the Trustee and the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesIndenture Holders, acknowledges and agrees that, except for that each of the representations INMETCO Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has INMETCO Facility Lenders have made any 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 Note INMETCO Facility Documents, the ownership of any INMETCO Collateral or the perfection or priority of any Liens thereon. Each of the Second Lien Collateral The INMETCO Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesINMETCO Facility Lenders, acknowledges and agrees thatthat each of the Collateral Agent, except for the representations Trustee and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Indenture Holders have made any 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 Note Indenture Documents, the ownership of any INMETCO Collateral or the perfection or priority of any Liens thereon. Each The INMETCO Facility Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien INMETCO Facility Documents as they may, in their sole discretion, deem appropriate, and the INMETCO Facility Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Collateral Agent, for itself and on behalf the Trustee or any of the other First Lien Secured PartiesIndenture Holders have in the INMETCO Collateral or otherwise, and except as otherwise provided in this Agreement. Neither the Third Lien INMETCO Agent nor any INMETCO Facility Lender shall have any duty to the Collateral Agent, for itself and on behalf the Trustee or any of the other Third Lien Secured PartiesIndenture Holders to act or refrain from acting in a manner which allows, acknowledges or results in, the occurrence or continuance of an event of default or default under any agreements with the Issuer or any other Grantor (including the Indenture Documents), regardless of any knowledge thereof which they may have or be charged with. The Indenture Holders will be entitled to manage and agrees thatsupervise their respective loans and extensions of credit under the Indenture Documents as they may, except for in their sole discretion, deem appropriate. Neither the representations and warranties set forth in Article VIIICollateral Agent, neither the Second Lien Collateral Agent Trustee nor any other Second Lien Secured Party has made Indenture Holder shall have any express or implied representation or warranty, including with respect duty to the execution, validity, legality, completeness, collectibility INMETCO Agent or enforceability of any of the Second Lien Note DocumentsINMETCO Facility Lenders to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Issuer or any other Grantor (including the INMETCO Facility Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral AgentJunior Trustee, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Partiesapplicable Junior Noteholders, acknowledges and agrees thatthat each of the First-Lien Administrative Agent, except for the representations Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Senior Noteholders have made any 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 Note Senior Lender Documents or the Senior Noteholder Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Each The Senior Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Lender Documents and the Senior Noteholder Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Creditors may manage their loans and extensions of credit without regard to any rights or interests that the Junior Trustees or any of the Second Junior Noteholders have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. None of the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, for itself and on behalf of any Senior Lender, the other Second Lien Secured PartiesSenior Trustee, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Senior Noteholder Collateral Agent nor any Senior Noteholder shall have any duty to the Junior Trustees, the Junior Noteholder Collateral Agents or any of the Junior Noteholders to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary thereof (including the Junior Noteholder Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent, the Senior Noteholders, the Junior Trustees, the Junior Noteholder Collateral Agents and the Junior Noteholders have not otherwise made to each other First Lien Secured Party has made nor do they hereby make to each other any warranties, express or implied representation or warrantyimplied, including nor do they assume any liability to each other with respect to (a) the executionenforceability, validity, legality, completeness, value or collectibility or enforceability of any of the First Lien Note DocumentsJunior Noteholder Claims, the ownership Senior Noteholder Claims, the Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company’s, the Guarantors’ (as defined in the Senior Credit Agreement) or any Subsidiary’s title to or right to transfer any of the Common Collateral or the perfection or priority of (c) any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, matter except for the representations and warranties as expressly set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereonthis Intercreditor Agreement.

No Warranties or Liability. (a) Each of the First Lien Collateral The SCF Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesSCF Claimholders, acknowledges and agrees that, except for that each of the representations Notes Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Note Claimholders have made any 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 other Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Notes Agent and the Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNote Claimholders, acknowledges and agrees that, except for that the representations SCF Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has SCF Claimholders have made any 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 Note other SCF Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the SCF Agent and the other SCF Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective SCF Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Agent and the Note Claimholders shall have no duty to the SCF Agent or any of the First Lien Collateral AgentSCF Claimholders, for itself and on behalf the SCF Agent and the other SCF Claimholders shall have no duty to the Notes Agent or any of the other First Lien Secured PartiesNote 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 any Grantor (including the SCF Loan Documents and the Third Lien Collateral AgentNote Documents), for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Senior Lien Representative and each Senior Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the each other Second Lien Limited Secured PartiesAcquisition Claimholder represented by it, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third that no Junior Lien Collateral Agent nor any Representative or other Third Junior Lien Secured Party Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Junior Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Junior Lien Claimholders will be entitled to manage and supervise their respective extensions of credit under the Junior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the each other Third Junior Lien Secured PartiesClaimholder represented by it, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First that no Senior Lien Collateral Agent nor any Representative or other First Lien Limited Secured Party Acquisition Claimholder has made 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Limited Secured Acquisition Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Junior Lien Representatives, the Junior Lien Collateral AgentAgents and the other Junior Lien Claimholders shall have no duty to the Senior Lien Representatives, for itself and on behalf the Senior Lien Collateral Agents or any of the other First Lien Limited Secured PartiesAcquisition Claimholders, and the Third Senior Lien Representatives, the Senior Lien Collateral AgentAgents and the other Limited Secured Acquisition Claimholders shall have no duty to the Junior Lien Representative, for itself and on behalf the Junior Lien Collateral Agents or any of the other Third Junior Lien Secured PartiesClaimholders, acknowledges 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 (including the Senior Lien Documents and agrees thatthe Junior Lien Documents), except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien ABL Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders, acknowledges and agrees that, except for that each of the representations Fixed Asset Collateral Agents and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Fixed Asset Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Fixed Asset Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 applicable Fixed Asset Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Lien Fixed Asset Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesFixed Asset Claimholders represented by it, acknowledges and agrees that, except for that each of the representations ABL Collateral Agents and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has ABL Claimholders have made any 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 Note ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the applicable ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each Fixed Asset Collateral Agent and the Fixed Asset Claimholders represented by it shall have no duty to the ABL Collateral Agents or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesABL Claimholders, and the Third Lien ABL Collateral Agent, for itself Agents and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien ABL Claimholders shall have no duty to any Fixed Asset Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsFixed Asset Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with Holdings, Borrower or any other Grantor (including the ABL Loan Documents and the Fixed Asset Loan Documents), regardless of any Collateral knowledge thereof with which they may have or the perfection or priority of any Liens thereonbe otherwise charged with.

No Warranties or Liability. (a) Each of the The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured PartiesClaimholders under the First Lien Loan Documents, acknowledges and agrees that each of the Second Lien Collateral Agent and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Second Lien Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesObligations, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that the First Lien Collateral Agent nor any other and the First Lien Secured Party has Claimholders have made any 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 Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, and the Third First Lien Collateral Agent, for itself Agent and on behalf of the other Third First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither Claimholders shall have no duty to the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsClaimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The ABL Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders, acknowledges and agrees that, except for that none of the representations Senior Secured Notes Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Senior Secured Party has Notes Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note other Senior Secured Notes Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Senior Secured Notes Agent and the Senior Secured Notes Claimholders will be entitled to manage and supervise their loans and extensions of credit under the Second Lien Collateral Senior Secured Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Senior Secured Notes Agent, for itself and on behalf of the other Second Lien Senior Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees that, except for that none of the representations ABL Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has ABL Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note other ABL Loan Documents, the ownership by any Grantor of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the ABL Agent and the ABL Claimholders will be entitled to manage and supervise their loans and extensions of credit under the ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as expressly provided herein (i) the Senior Secured Notes Agent and the Senior Secured Notes Claimholders shall have no duty to the ABL Agent or any of the First Lien Collateral AgentABL Claimholders, for itself and on behalf (ii) the ABL Agent and the other ABL Claimholders shall have no duty to the Senior Secured Notes Agent or any of the other First Lien Senior Secured PartiesNotes Claimholders, in each case, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements any Grantor (including the ABL Loan Documents and the Third Lien Collateral AgentSenior Secured Notes Documents), for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Revolving Credit Facility Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Facility Credit Documents, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Term Loan Collateral Agent nor any other Third Lien Secured Party has and the Term Loan Claimholders have made any 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 Note Term Loan Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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, in their sole discretion, deem appropriate. The Term Loan Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesTerm Loan Claimholders, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the First Lien Revolving Credit Facility Collateral Agent nor any other First Lien Secured Party has and the Revolving Credit Claimholders have made any 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 Note Revolving Credit Facility Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Revolving Credit Facility Credit Documents in accordance with law and the Revolving Credit Documents, as they may, in their sole discretion, deem appropriate. The Term Loan Collateral Agent and the Term Loan Claimholders shall have no duty to the Revolving Credit Facility Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Revolving Credit Facility Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect and the Revolving Credit Claimholders shall have no duty to the execution, validity, legality, completeness, collectibility Term Loan Collateral Agent or enforceability of any of the Second Lien Note DocumentsTerm Loan Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Facility Credit Documents and the Term Loan Credit Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The ABL Administrative Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of ABL Claimholders under the other Second Lien Secured PartiesABL Documents, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien that no Notes Collateral Agent nor any other Third Lien Secured Party Notes Priority Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Notes Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Notes Collateral Agents and the Notes Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Notes Documents in accordance with law and the Notes Documents, as they may, in their sole discretion, deem appropriate. Each of the Second Lien Notes Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Partiesapplicable Notes Claimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, that neither the First Lien Collateral ABL Administrative Agent nor any other First Lien Secured Party ABL Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note ABL Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, ABL Administrative Agent and the Third Lien Collateral AgentABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Documents in accordance with law and the ABL Documents, for itself and on behalf of the other Third Lien Secured Partiesas they may, acknowledges and agrees thatin their sole discretion, except for the representations and warranties set forth in Article VIII, neither the Second Lien deem appropriate. No Notes Collateral Agent nor any other Second Lien Secured Party has made Notes Claimholders shall have any express or implied representation or warranty, including with respect duty to the execution, validity, legality, completeness, collectibility ABL Administrative Agent or enforceability of any of the Second Lien Note DocumentsABL Claimholders, and the ABL Administrative Agent and the ABL Claimholders shall have no duty to any Notes Collateral Agent or any of the Notes Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Documents and the Notes Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Senior Lien Representative and each Senior Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the each other Second Senior Lien Secured PartiesClaimholder represented by it, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third that no Junior Lien Collateral Agent nor any Representative or other Third Junior Lien Secured Party Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Junior Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Junior Lien Claimholders will be entitled to manage and supervise their respective extensions of credit under the Junior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Xxxxxx Xxxx Representative and each Junior Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the each other Third Junior Lien Secured PartiesClaimholder represented by it, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First that no Senior Lien Collateral Agent nor any Representative or other First Senior Lien Secured Party Claimholder has made 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Senior Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Junior Lien Representatives, the Junior Lien Collateral AgentAgents and the other Junior Lien Claimholders shall have no duty to the Senior Lien Representatives, for itself and on behalf the Senior Lien Collateral Agents or any of the other First Senior Lien Secured PartiesClaimholders, and the Third Senior Lien Representatives, the Senior Lien Collateral AgentAgents and the other Senior Lien Claimholders shall have no duty to the Junior Lien Representative, for itself and on behalf the Junior Lien Collateral Agents or any of the other Third Junior Lien Secured PartiesClaimholders, acknowledges 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 (including the Senior Lien Documents and agrees thatthe Junior Lien Documents), except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured PartiesClaimholders, acknowledges and agrees that each of the Second Lien Collateral Agent, for itself Agent and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Subject to the terms of this Agreement, the Second Lien Collateral Agent and the other Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesClaimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that the First Lien Collateral Agent nor any other and the First Lien Secured Party has Claimholders have made any 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Subject to the terms of this Agreement, the First Lien 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 Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesClaimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that the Second Lien Collateral Agent nor any other and the Second Lien Secured Party has Claimholders have made any 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Subject to the terms of this Agreement, the Second Lien Collateral Agent and the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the other Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the other First Lien Claimholders, and the First Lien Collateral Agent and the First Lien Claimholders shall have no duty to the Second Lien Collateral Agent or any of the other Second Lien Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company 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. (a) Each of the First Lien The Term Loan Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the each other Second Lien Secured PartiesTerm Loan Claimholder, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither the Third Lien Pari Passu Collateral Agent nor or any other Third Lien Secured Party ABL Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Term Loan Documents, the ownership of any Term Loan Priority Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien respective ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Pari Passu Collateral Agent and each ABL Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the each other Third Lien Secured PartiesABL Claimholder, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither the First Lien Term Loan Collateral Agent nor or any other First Lien Secured Party Term Loan Claimholder has made 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 Note Term Loan Documents, the ownership of any Term Loan Priority Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Pari Passu Collateral Agent, for itself Agent and on behalf of the other First Lien Secured PartiesABL Claimholders shall have no duty to the Term Loan Collateral Agent or any other Term Loan Claimholder, and the Third Lien Term Loan Collateral Agent, for itself Agent and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for Term Loan Claimholders shall have no duty to the representations and warranties set forth in Article VIII, neither the Second Lien Pari Passu Collateral Agent nor or any other Second Lien Secured Party has made ABL Claimholder, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any express or implied representation or warrantyagreements with any New Grantor (including the Term Loan Documents and the ABL Loan Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The ABL Facility Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders, acknowledges and agrees that, except for that each of the representations Senior Secured Notes Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Senior Secured Party has Note Claimholders have made any 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 other Senior Secured Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Senior Secured Notes Agent and the Senior Secured Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral Senior Secured Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Senior Secured Notes Agent, for itself and on behalf of the other Second Lien Senior Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNote Claimholders, acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the First Lien ABL Facility Collateral Agent nor any and the other First Lien Secured Party has ABL Claimholders have made any 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 Note other ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the ABL Facility Collateral Agent and the other ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Other than as provided in Sections 5.3(c) and (d), The Senior Secured Notes Agent and the Senior Secured Note Claimholders shall have no duty to the ABL Facility Collateral Agent or any of the First Lien ABL Claimholders, and the ABL Facility Collateral Agent, for itself Agent and on behalf the other ABL Claimholders shall have no duty to the Senior Secured Notes Agent or any of the other First Lien Senior Secured PartiesNote Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the ABL Loan Documents and the Third Lien Collateral AgentSenior Secured Note Documents), for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, Senior Agent acknowledges and agrees thatthat each of Junior Agent and Junior Claimholders have made no express or implied representation or warranty, except for including with respect to the representations execution, validity, legality, completeness, collectibility, or enforceability of any of the Junior Note Documents, (other than this Agreement, to the extent provided in Section 8) the ownership of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, Junior Claimholders will be entitled to manage and warranties set forth supervise their respective loans and extensions of credit under the Junior Note Documents in Article VIIIaccordance with law and as they may otherwise, neither the Third Lien Collateral in their sole discretion, deem appropriate. Junior Agent nor any other Third Lien Secured Party acknowledges and agrees that no Senior Agent and no Senior Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Third Lien Note Senior Loan Documents, (other than this Agreement, to the extent provided in Section 8), the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, Senior Claimholders will be entitled to manage and supervise their respective loans and extensions of the Second Lien Collateral Agentcredit under their respective Senior Loan Documents in accordance with law and as they may otherwise, for itself in their sole discretion, deem appropriate. Except as provided herein, Junior Agent and on behalf of the other Second Lien Secured PartiesJunior Claimholders shall have no duty to any Senior Agent or any Senior Claimholders, and no Senior Agent and no Senior Claimholders shall have any duty to Junior Agent or any Junior Claimholders, to act or refrain from acting in a manner that allows, or results in, the Third Lien Collateral Agentoccurrence or continuance of an event of default or default under any agreements with any Grantor (including the Senior Loan Documents and the Junior Note Documents), for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the First Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured PartiesClaimholders under the First Lien Loan Documents, acknowledges and agrees that each of the Second Lien Collateral Agent, for itself Agent and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Second Lien Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as otherwise provided herein, the Second Lien Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesObligations, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that the First Lien Collateral Agent nor any and the other First Lien Secured Party has Claimholders have made any 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 Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each The First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the other Second Lien Claimholders shall have no duty to the First Lien Collateral Agent, for itself and on behalf Agent or any of the other First Lien Secured PartiesClaimholders, and the Third First Lien Collateral Agent, for itself Agent and on behalf of the other Third First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither Claimholders shall have no duty to the Second Lien Collateral Agent nor or any of the other Second Lien Secured Party has made 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 express agreements with the Borrower or implied representation or warranty, any other Grantor (including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of First Lien Loan Documents and the Second Lien Note Loan Documents), the ownership regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Revolving Credit Facility Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Facility Credit Documents, acknowledges and agrees thatthat none of the Term Loan Collateral Agent, except for the representations and warranties set forth in Article VIIITerm Loan Claimholders, neither any Additional Pari Passu Debt Representative or any of the Third Lien Collateral Agent nor any other Third Lien Secured Party has Additional Pari Passu Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Term Loan Credit Documents or any of the Additional Pari Passu Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Term Loan Collateral Agent and the Term Loan Claimholders and the Additional Pari Passu Debt Representative and the Additional Pari Passu Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Term Loan Credit Documents and the applicable Additional Pari Passu Credit Documents in accordance with law and such documents, as they may, in their sole discretion, deem appropriate. The Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and the Additional Pari Passu Debt Representative, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf benefit of the other Third Lien Secured Partiesapplicable Additional Pari Passu Claimholders, each acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the First Lien Revolving Credit Facility Collateral Agent nor any other First Lien Secured Party has and the Revolving Credit Claimholders have made any 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 Note Revolving Credit Facility Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Revolving Credit Facility Credit Documents in accordance with law and the Revolving Credit Documents, as they may, in their sole discretion, deem appropriate. None of the First Lien Term Loan Collateral Agent, for itself and on behalf the Term Loan Claimholders, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders shall have any duty to the Revolving Credit Facility Collateral Agent or any of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders shall have no duty to the Term Loan Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsTerm Loan Claimholders, any Additional Pari Passu Debt Representative or any of the Additional Pari Passu Claimholders to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Facility Credit Documents and the Term Loan Credit Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First The Senior Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the each other Second Senior Lien Secured PartiesClaimholder, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither the Third Junior Lien Collateral Agent nor or any other Third Junior Lien Secured Party Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Junior Lien Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Junior Lien 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 Junior Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the each other Third Junior Lien Secured PartiesClaimholder, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither the First Senior Lien Collateral Agent nor or any other First Senior Lien Secured Party Claimholder has made 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 Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Senior Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Senior Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Junior Lien Collateral Agent, for itself Agent and on behalf of the other First Junior Lien Secured PartiesClaimholders shall have no duty to the Senior Lien Collateral Agent or any other Senior Lien Claimholder, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Senior Lien Collateral Agent nor and the other Senior Lien Claimholders shall have no duty to the Junior Lien Collateral Agent or any other Second Junior Lien Secured Party has made Claimholder, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any express agreements with the Company or implied representation or warrantyany other Grantor (including the Senior Lien Loan Documents and the Junior Lien Loan Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Revolving Collateral Agent, for itself and on behalf of itself and the other First Revolving Credit Claimholders under the Revolving Credit Facility Credit Documents, acknowledges and agrees that each of the Second Lien Secured Parties, Term Loan Collateral Agent and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Term Loan Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any 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 Note Term Loan Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Second Lien Term Loan Collateral Agent and the Second Lien 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 Second Lien Term Loan Credit Documents, as they may, in their sole discretion, deem appropriate. The Second Lien Term Loan Collateral Agent, on behalf of itself and the Second Lien Term Loan Claimholders, acknowledges and agrees that each of the Revolving Collateral Agent and the 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 Revolving Credit Facility Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Revolving Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Facility Credit Documents in accordance with law and the Revolving Credit Facility Credit Documents, as they may, in their sole discretion, deem appropriate. The Second Lien Term Loan Collateral Agent and the Second Lien Term Loan Claimholders shall have no duty to the Revolving Collateral Agent or any of the Revolving Credit Claimholders, and the Revolving Collateral Agent and the Revolving Credit Claimholders shall have no duty to the Second Lien Term Loan Collateral Agent or any of the Second Lien Term Loan Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the 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. (a) Each of the First Lien The Collateral Agent, for itself and on behalf of the other First Lien Noteholder Secured Parties, acknowledges and agrees that each of the ABL Lender and the Second Lien other ABL Secured Parties have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the ABL Documents, the ownership of any ABL Collateral Agentor the perfection or priority of any Liens thereon. The Collateral Agent agrees, for itself and on behalf of the other Second Lien Noteholder Secured Parties, that the ABL Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the ABL Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Collateral Agent or any of the other Noteholder Secured Parties have in the ABL Collateral or otherwise, in each case except as otherwise provided in this Intercreditor Agreement. The ABL Lender, for itself and on behalf of the ABL Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, that neither the Third Lien Collateral Agent nor any other Third Lien Noteholder Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Noteholder Documents, the ownership of any ABL Collateral or the perfection or of priority of any Liens thereon. Each of the Second Lien Collateral AgentThe ABL Lender agrees, for itself and on behalf of the other Second Lien ABL Secured Parties, that the Collateral Agent and the Noteholder Secured Parties will be entitled to manage the Noteholder Debt under the Noteholder Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Collateral Agent and the Noteholder Secured Parties may manage their Noteholder Debt without regard to any rights or interests that the ABL Lender or any of the other ABL Secured Parties have in the ABL Collateral or otherwise, in each case except as otherwise provided in this Intercreditor Agreement. Neither the ABL Lender nor any of the other ABL Secured Parties shall have any duty to the Collateral Agent or any of the other Noteholder Secured Parties, and neither the Third Lien Collateral Agent, for itself and on behalf Agent or any of the other Third Lien Noteholder Secured Parties shall have any duty to the ABL Lender or any of the ABL Secured Parties, acknowledges and agrees thatto act or refrain from acting in a manner which allows, except for or results in, the representations and warranties set forth in Article VIIIoccurrence or continuance of an event of default or default under any agreements with any ABL Loan Party (including the Noteholder Documents or any ABL Documents), neither the First Lien Collateral Agent nor any other First Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the First Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereonbe charged with.

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

No Warranties or Liability. (a) Each of The Senior Lien Claimholders under the First Senior Lien Collateral Agent, for itself Note Documents acknowledge and on behalf of the other First Lien Secured Parties, and agree that neither the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any an express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Subject to the provisions of this Agreement, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Claimholders acknowledge and agree that the Senior Lien Collateral Agent and the Senior Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Senior Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Claimholders shall have no duty to the Senior Lien Collateral Agent or any of the Senior Lien Claimholders, and the Senior Lien Collateral Agent and the Senior Lien Claimholders shall have no duty to the Second Lien Claimholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Issuer or any Guarantor (including the Senior Lien Note Documents and the Second Lien Note Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Each of the First Lien The Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Documents, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien that no Term Loan Collateral Agent nor any other Third Lien Secured Party Term Loan Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Term Loan Collateral Agents and the Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Term Loan Documents in accordance with law and the Term Loan Documents, as they may, in their sole discretion, deem appropriate. Each of the Second Lien Term Loan Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Partiesapplicable Term Loan Claimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, that neither the First Lien Revolving Credit Collateral Agent nor any other First Lien Secured Party Revolving Credit Claimholder has made 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 Note Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the First Lien Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, Agent and the Third Lien Collateral AgentRevolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Documents in accordance with law and the Revolving Credit Documents, for itself and on behalf of the other Third Lien Secured Partiesas they may, acknowledges and agrees thatin their sole discretion, except for the representations and warranties set forth in Article VIII, neither the Second Lien deem appropriate. No Term Loan Collateral Agent nor any other Second Lien Secured Party has made Term Loan Claimholders shall have any express or implied representation or warranty, including with respect duty to the execution, validity, legality, completeness, collectibility Revolving Credit Collateral Agent or enforceability of any of the Second Lien Note DocumentsRevolving Credit Claimholders, and the Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall have no duty to any Term Loan Collateral Agent or any of the Term Loan Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Documents and the Term Loan Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral Revolving Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesRevolving Claimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien that Notes Collateral Agent nor any other Third Lien Secured Party has made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Third Lien Note Notes Documents, the ownership by any Grantor of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each of Except as otherwise expressly provided herein, Notes Collateral Agent and the Second Lien Notes Claimholders will be entitled to manage and supervise the Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Notes Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees that, except for the representations that Revolving Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Revolving Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First Lien Note Revolving Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, Revolving Claimholders 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. Except as expressly provided herein, the Notes Collateral Agent, for itself Agent and on behalf of the other First Lien Secured PartiesNotes Claimholders shall have no duty to Revolving Agent or any Revolving Claimholders, and the Third Lien Collateral Agent, for itself Revolving Agent and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Revolving Claimholders shall have no duty to Notes Collateral Agent nor and Notes Claimholders, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any other Second Lien Secured Party has made agreements with any express or implied representation or warrantyGrantor (including the Revolving Loan Documents and the Notes Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral Revolving Credit Agent, for itself and on behalf of itself and the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesRevolving Credit Claimholders, acknowledges and agrees that, except for that each of the representations Term Loan Agents and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party Term Loan Claimholders has made any 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 Note Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Term Loan Agents and the other Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Lien Collateral Term Loan Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesTerm Loan Claimholders, acknowledges and agrees that, except for that each of the representations Revolving Credit Agents and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party Revolving Credit Claimholders has made any 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 Note Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Revolving Credit Agents and the other Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Collateral AgentRevolving Credit Loan Documents in accordance with law and as they may otherwise, for itself in their sole discretion, deem appropriate. The Term Loan Agents and on behalf the other Term Loan Claimholders shall have no duty to the Revolving Credit Agents or any of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Collateral Agent, for itself Revolving Credit Agents and on behalf the other Revolving Credit Claimholders shall have no duty to the Term Loan Agents or any of the other Third Lien Secured PartiesTerm Loan Claimholders, acknowledges and agrees thatto act or refrain from acting in a manner which allows, except for or results in, the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Second Lien Secured Party has made any express or implied representation or warrantyGrantor (including the Revolving Credit Loan Documents and the Term Loan Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured PartiesParties under the First Lien Financing Documents, acknowledges and agrees that each of the Second Lien Collateral Agent and the Second Lien Collateral Agent, for itself Secured Parties and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other and the Third Lien Secured Party has Parties have made any 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 Financing Documents, the Third Lien Note Financing Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Second Lien Secured Parties and the Third Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Financing Documents and the Third Lien Financing Documents, as applicable, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that the First Lien Collateral Agent nor any other First Secured Parties and the Third Lien Secured Party has Parties have made any 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 Note Financing Documents or the Third Lien Financing Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided herein, the First Lien Collateral Agent, for itself Secured Parties and on behalf the Third Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of the other credit under their respective First Lien Secured Parties, Financing Documents and the Third Lien Financing Documents, as applicable, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Third Lien Collateral Agent, for itself and on behalf of itself and the other Third Lien Secured Parties, acknowledges and agrees that, except for that the representations First Lien Secured Parties and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has Parties have made any 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 Financing Documents or the Second Lien Note Financing Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the First Lien Secured Parties and the Second Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Financing Documents and the Second Lien Financing Documents, as applicable, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Secured Parties shall have no duty to the First Lien Collateral Agent or any of the First Lien Secured Parties or to the Third Lien Collateral Agent or any of the Third Lien Secured Parties, the First Lien Secured Parties shall have no duty to the Second Lien Collateral Agent or any of the Second Lien Secured Parties, and the Third Lien Collateral Agent and the Third Lien Secured Parties shall have no duty to the First Lien Collateral Agent or any of the First Lien Secured Parties or the Second Lien Collateral Agent or any of the Second Lien Secured Parties, in each case, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Financing Documents, the Second Lien Financing Documents or the Third Lien Financing Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Each of the First Lien Revolving Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesRevolving Claimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien that Notes Collateral Agent nor any other Third Lien Secured Party has made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Third Lien Note Notes Documents, the ownership by any Grantor of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each of Except as otherwise expressly provided herein, Notes Collateral Agent and the Second Lien Notes Claimholders will be entitled to manage and supervise the Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Notes Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien that Revolving Collateral Agent nor any other First Lien Secured Party has and Revolving Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First Lien Note Revolving Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, Revolving Claimholders 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. Except as expressly provided herein, the Notes Collateral Agent, for itself Agent and on behalf of the other First Lien Secured PartiesNotes Claimholders shall have no duty to Revolving Collateral Agent or any Revolving Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Revolving Collateral Agent nor and Revolving Claimholders shall have no duty to Notes Collateral Agent or any other Second Lien Secured Party has made Notes Claimholders, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any express agreements with any Grantor (including the Revolving Loan Documents and the Notes Documents), regardless of any knowledge thereof which they may have or implied representation be charged with. The Notes Collateral Agent hereby waives to the fullest extent permitted by law any claim that may be had against the Revolving Collateral Agent or warrantyany Revolving Claimholder arising out of any actions which the Revolving Collateral Agent or such Revolving Claimholder take or omit to take (including, including actions with respect to the executioncreation, validityperfection or continuation of Liens on any Collateral, legalityactions with respect to the foreclosure upon, completenesssale, collectibility release or enforceability of depreciation of, or failure to realize upon, any of the Second Lien Note Documents, Collateral and actions with respect to the ownership collection of any Collateral claim for all or any part of the Revolving Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Revolving Obligations. The Revolving Collateral Agent hereby waives to the fullest extent permitted by law any claim that may be had against the Notes Collateral Agent or any Notes Claimholder arising out of any actions which the Notes Collateral Agent or such Notes Claimholder take or omit to take (including, actions with respect to the creation, perfection or priority continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any Liens thereonclaim for all or any part of the Notes Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Notes Obligations.

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

No Warranties or Liability. (a) Each of the First Lien Collateral The Revolving Credit Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Loan Documents, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has and the Note Claimholders have made any 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNote Claimholders, acknowledges and agrees that, except for that the representations Revolving Credit Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Revolving Credit Claimholders have made any 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 Note Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral Agent and the Note Claimholders shall have no duty to the Revolving Credit Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Collateral Agent, for itself Revolving Credit Agent and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for Revolving Credit Claimholders shall have no duty to the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements any Grantor (including the Revolving Credit Loan Documents and the Note Documents), the ownership regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The Indenture Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesIndenture Holders, acknowledges and agrees that, except for that each of the representations Credit Facility Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Credit Facility Claim Holders have made any 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 Note Credit Facility Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Each of the Second Lien Collateral The Credit Facility Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesCredit Facility Claim Holders, acknowledges and agrees that, except for that each of the representations Indenture Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Indenture Holders have made any 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 Note Indenture Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Each The Credit Facility Claim Holders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Collateral AgentCredit Facility Documents as they may, for itself and on behalf of the other First Lien Secured Partiesin their sole discretion, deem appropriate, and the Third Lien Collateral Agent, for itself Credit Facility Claim Holders may manage their loans and on behalf extensions of credit without regard to any rights or interests that the Indenture Agent or any of the other Third Lien Secured Parties, acknowledges and agrees thatIndenture Holders have in the Credit Facility Priority Collateral or otherwise, except for as otherwise provided in this Agreement. Neither the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Credit Facility Agent nor any other Second Lien Secured Party has made Credit Facility Claim Holder shall have any express or implied representation or warranty, including with respect duty to the execution, validity, legality, completeness, collectibility Indenture Agent or enforceability of any of the Second Lien Note DocumentsIndenture Holders to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the Indenture Documents), regardless of any knowledge thereof which they may have or be charged with. The Indenture Holders will be entitled to manage and supervise their respective loans and extensions of credit under the Indenture Documents as they may, in their sole discretion, deem appropriate, and the Indenture Holders may manage their loans and extensions of credit without regard to any rights or interests that the Credit Facility Agent or any of the Credit Facility Claim Holders have in the Indenture Priority Collateral or otherwise, except as otherwise provided in this Agreement. Neither the perfection Indenture Agent nor any Indenture Holder shall have any duty to the Credit Facility Agent or priority any of the Credit Facility Claim Holders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the Credit Facility Documents), regardless of any Liens thereonknowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Each of the First Lien TheEach Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of applicable Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Documents, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien that no Fixed Asset Collateral Agent nor any other Third Lien Secured Party Fixed Asset Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Fixed Asset Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Fixed Asset Collateral Agent and the Fixed Asset Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Fixed Asset Documents in accordance with law and the Fixed Asset Documents, as they may, in their sole discretion, deem appropriate. The Fixed Asset Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesFixed Asset Claimholders, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, that neither the First Lien Revolving Credit Collateral Agent AgentAgents nor any other First Lien Secured Party Revolving Credit Claimholder has made 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 Note Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the First Lien Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, AgentAgents and the Third Lien Collateral AgentRevolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Documents in accordance with law and the Revolving Credit Documents, for itself and on behalf of the other Third Lien Secured Partiesas they may, acknowledges and agrees thatin their sole discretion, except for the representations and warranties set forth in Article VIII, neither the Second Lien deem appropriate. No Fixed Asset Collateral Agent nor any other Second Lien Secured Party has made Fixed Asset Claimholders shall have any express duty to theany Revolving Credit Collateral Agent or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsRevolving Credit Claimholders, and the Revolving Credit Collateral AgentAgents and the Revolving Credit Claimholders shall have no duty to the Fixed Asset Collateral Agent or any of the Fixed Asset Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Documents and the Fixed Asset Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First The Priority Lien Collateral AgentRepresentative, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Priority Lien Collateral Agent, for itself and on behalf of Claimholders under the other Second Priority Lien Secured PartiesDocuments, acknowledges and agrees thatthat each of the Collateral Trustee, except for the representations Secured Debt Representatives and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Debt Claimholders have made any 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 Note Secured Debt Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Secured Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral AgentTrustee, for itself and on behalf of the other Second Lien itself and each Secured Parties, Debt Representative and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesDebt Claimholders, acknowledges and agrees that, except for that the representations Priority Lien Representative and warranties set forth in Article VIII, neither the First Priority Lien Collateral Agent nor any other First Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Priority Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Priority Lien Representative and the Priority Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Priority Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders shall have no duty to the Priority Lien Representative or any of the First Priority Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, and the Third Priority Lien Collateral Agent, for itself Representative and on behalf of the other Third Priority Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect Claimholders shall have no duty to the executionCollateral Trustee, validity, legality, completeness, collectibility the Secured Debt Representatives or enforceability of any of the Second Lien Note DocumentsSecured Debt Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any other Guarantor (including the Priority Lien Documents and the Secured Debt Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral AgentThe Trustee, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesNoteholders, acknowledges and agrees that, except for that each of the representations Credit Agent and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Senior Lenders have made any 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 Note Senior Lender Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Each The Senior Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral AgentSenior Lender Documents in accordance with law and as they may otherwise, for itself and on behalf of the other Second Lien Secured Partiesin their sole discretion, deem appropriate, and the Third Lien Collateral Agent, for itself Senior Lenders may manage their loans and on behalf extensions of credit without regard to any rights or interests that the Trustee or any of the other Third Lien Secured Parties, acknowledges and agrees thatNoteholders have in the Common Collateral or otherwise, except for as otherwise provided in this Agreement. Neither the representations and warranties Credit Agent nor any Senior Lender shall have any duty to the Trustee or any of the Noteholders to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary thereof (including the Noteholder Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in Article VIIIthis Intercreditor Agreement, neither the First Lien Collateral Agent Credit Agent, the Senior Lenders, the Trustee and the Noteholders have not otherwise made to each other nor do they hereby make to each other any other First Lien Secured Party has made any warranties, express or implied representation or warrantyimplied, including nor do they assume any liability to each other with respect to (a) the executionenforceability, validity, legality, completeness, value or collectibility or enforceability of any of the First Lien Note DocumentsNoteholder Claims, the ownership Senior Lender Claims or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Company's, the Canadian Borrowers' (as defined in the Senior Credit Agreement), the Guarantors' (as defined in the Senior Credit Agreement) or any Collateral Subsidiary's title to or the perfection or priority of right to transfer any Liens thereon. Each of the First Lien Collateral AgentCommon Collateral, for itself and on behalf of the or (c) any other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, matter except for the representations and warranties as expressly set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereonthis Intercreditor Agreement.

No Warranties or Liability. (a) Each of the First Lien Collateral The ABL Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders, acknowledges and agrees that, except for that each of the representations Priority Lien Debt Collateral Agents and warranties set forth in Article VIII, neither the Third Priority Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Priority Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the Second Priority Lien Debt Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, Agent and the Third Priority Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Priority Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Priority Lien Debt Collateral Agent, for itself Agents and on behalf of the other Third Priority Lien Secured Parties, Claimholders each acknowledges and agrees that, except for that the representations ABL Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has ABL Claimholders have made any 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 Note ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the ABL Agent and the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Priority Lien Debt Collateral Agents and the Priority Lien Claimholders shall have no duty to the ABL Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesABL Claimholders, and the Third ABL Agent and the ABL Claimholders shall have no duty to the Priority Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Debt Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Priority Lien Note DocumentsClaimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the ABL Loan Documents and the Priority Lien Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The ABL Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders represented by it, acknowledges and agrees that, except for that each of the representations Senior Term Collateral Agents and warranties set forth in Article VIII, neither the Third Lien Senior Term Claimholders and each of the Junior Term Collateral Agent nor any other Third Lien Secured Party has Agents and the Junior Term Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Senior Term Loan Documents or Junior Term Loan Documents, the ownership of any ABL Priority Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Senior Term Claimholders and the Junior Term Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the applicable Senior Term Loan Documents or Junior Term Loan Documents, as applicable, in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Lien Senior Term Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured PartiesSenior Term Claimholders represented by it, and the Third Lien each Junior Term Collateral Agent, for itself and on behalf of itself and the other Third Lien Secured PartiesJunior Term Claimholders represented by it, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the First Lien ABL Collateral Agent nor any other First Lien Secured Party has and the ABL Claimholders have made any 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 Note ABL Loan Documents, the ownership of any ABL Priority Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the applicable ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each Senior Term Collateral Agent and the Senior Term Claimholders represented by it and each Junior Term Collateral Agent and the Junior Term Claimholders represented by it, shall have no duty to the ABL Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesABL Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien ABL Collateral Agent nor and the ABL Claimholders represented by it shall have no duty to any other Second Lien Secured Party has made any express Senior Term Collateral Agent or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Senior Term Claimholders or any Junior Term Collateral Agent or any of the Junior Term Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Parent Borrower or any other Grantor (including the ABL Loan Documents, the ownership Senior Term Loan Documents and the Junior Term Loan Documents), regardless of any Collateral knowledge thereof with which they may have or the perfection or priority of any Liens thereonbe otherwise charged with.

No Warranties or Liability. (a) Each of the First Lien The Notes Collateral Agent, for itself and on behalf of itself and the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Credit Facility Collateral Agent nor any and the other Third Lien Secured Party Credit Facility Lenders has made any 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 Note Credit Facility Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the Second Lien The Credit Facility Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesCredit Facility Lenders, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the First Lien Notes Collateral Agent nor any and the other First Lien Secured Party Parties has made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Indenture Documents, the Pari Passu Payment Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each The Credit Facility Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Credit Facility Documents as they may, in their sole discretion, deem appropriate, and the Credit Facility Lenders may manage their loans and extensions of credit without regard to any rights or interests that the Notes Collateral Agent, for itself and on behalf Agent or any of the other First Lien Secured Parties, and Parties have in the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees thator otherwise, except for as otherwise provided in this Agreement. Neither the representations and warranties set forth in Article VIII, neither the Second Lien Credit Facility Collateral Agent nor any other Second Lien Secured Party has made Credit Facility Lender shall have any express or implied representation or warranty, including with respect duty to the execution, validity, legality, completeness, collectibility Notes Collateral Agent or enforceability of any of the Second Lien Note Documentsother Secured Parties to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Issuer or any Guarantor (including the Indenture Documents and the Pari Passu Payment Lien Documents), regardless of any knowledge thereof which they may have or be charged with. None of the Notes Collateral Agent or any other Secured Party shall have any duty to the perfection Credit Facility Collateral Agent or priority any of the Credit Facility Lenders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Issuer or any Guarantor (including the Credit Facility Documents), regardless of any Liens thereonknowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, Agent acknowledges and agrees that, except for the representations that each of Trustee and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Noteholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the Third Lien Note Indenture Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, Noteholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral AgentIndenture Loan Documents in accordance with law and as they may otherwise, for itself and on behalf of the other Second Lien Secured Partiesin their sole discretion, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, deem appropriate. Trustee acknowledges and agrees that, except for the representations that Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Lenders have made any 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 Note Lender Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, Lenders will be entitled to manage and supervise their respective loans and extensions of the First Lien Collateral Agentcredit under their respective Lender Loan Documents in accordance with law and as they may otherwise, for itself in their sole discretion, deem appropriate. Trustee and on behalf of the other First Lien Secured PartiesNoteholders shall have no duty to Agent or any Lenders, and Agent and Lenders shall have no duty to Trustee or any Noteholders, to act or refrain from acting in a manner that allows, or results in, the Third Lien Collateral Agentoccurrence or continuance of an event of default or default under any agreements with any Debtor (including the Lender Loan Documents and the Indenture Loan Documents), for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral The Senior Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Senior Creditors under the other Second Lien Secured PartiesSenior Debt Documents, acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party Subordinated Creditor has made any 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 Note Subordinated Debt Documents, the ownership of any Obligor Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Subordinated Creditor will be entitled to manage and supervise its respective loans and extensions of credit under the Second Lien Collateral AgentSubordinated Debt Documents in accordance with law and as it may otherwise deem appropriate. Except as otherwise provided herein, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, Subordinated Creditor acknowledges and agrees that, except for that the representations Senior Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Senior Creditors have made any 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 Note Senior Debt Documents, the ownership of any Obligor Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Senior Creditors will be entitled to manage and supervise their respective loans and extensions of credit under their respective Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Subordinated Creditor shall have no duty to the First Lien Collateral Agent, for itself Senior Agent and on behalf of the other First Lien Secured PartiesSenior Creditors, and the Third Lien Collateral AgentSenior Agent and the Senior Creditors shall have no duty to the Subordinated Creditor, for itself and on behalf 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 other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor Obligors or Senior Obligor or any other Second Lien Secured Party has made any express grantor or implied representation or warrantyguarantor (including the Senior Debt Documents and the Subordinated Debt Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral Agent, for itself and on behalf of itself and the other related First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesClaimholders, acknowledges and agrees that, except for the representations and warranties as set forth in Article VIIIthe first sentence of Section 8.14, neither the Third no Second Lien Collateral Agent nor any or other Third Second Lien Secured Party has Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Second Lien Note Financing Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Second Lien Claimholders will be entitled to manage and supervise their respective extensions of credit under the Second Lien Financing Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Lien Collateral Agent, for itself and on behalf of itself and the other related Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesClaimholders, acknowledges and agrees that, except for the representations and warranties as set forth in Article VIIIthe first sentence of Section 8.14, neither the no First Lien Collateral Agent nor any or other First Lien Secured Party has Claimholders have made 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 Note Financing Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each The First Lien Claimholders 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. The Second Lien Collateral Agents and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agents or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, and the Third First Lien Collateral Agent, for itself Agents and on behalf of the other Third First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither Claimholders shall have no duty to the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express Agents or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsClaimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Obligor (including the First Lien Documents and the Second Lien Financing Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

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

No Warranties or Liability. (a) Each of the First Lien The Senior Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Senior Creditors under the other Second Lien Secured PartiesSenior Documents, acknowledges and agrees that, except for that each of CHG and the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party Junior Creditors has made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note CHG Lease Facility Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. Each The Junior Creditors will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral AgentCHG Lease Facility Documents in accordance with law and as they may otherwise, for itself and in their sole discretion, deem appropriate. CHG, on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesJunior Creditors, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the First Lien Senior Collateral Agent nor any other First Lien Secured Party and the Senior Creditors has made any 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 Note Senior Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each The Senior Creditors will be entitled to manage and supervise their respective loans and extensions of the First Lien credit under their respective Senior Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Senior Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, Agent and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express Senior Creditors shall have no duty to CHG or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsJunior Creditors to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Borrower or any other Grantor (including under the Senior Documents), regardless of any knowledge thereof which they may have or be charged with. CHG and the Junior Creditors shall have no duty to the Senior Collateral Agent or any of the perfection Senior Creditors to act or priority refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default under any agreements with the Borrower or any Grantor (including under the CHG Lease Facility Documents), regardless of any Liens thereonknowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Each of the First Lien Collateral Revolving Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesRevolving Claimholders, acknowledges and agrees that, except for that Term Loan Agent and the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Term Loan Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Third Lien Note Term Loan Documents, the ownership by any Grantor of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each of Except as otherwise expressly provided herein, Term Loan Agent and the Second Lien Collateral Term Loan Claimholders will be entitled to manage and supervise the Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Term Loan Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesTerm Loan Claimholders, acknowledges and agrees that, except for the representations that Revolving Agent and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Revolving Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the First Lien Note Revolving Loan Documents, the ownership by any Grantor of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, Revolving Agent and Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Collateral AgentRevolving Loan Documents in accordance with law and as they may otherwise, for itself in their sole discretion, deem appropriate. Except as expressly provided herein, Term Loan Agent and on behalf of the other First Lien Secured PartiesTerm Loan Claimholders shall have no duty to Revolving Agent or any Revolving Claimholders, and Revolving Agent and Revolving Claimholders shall have no duty to Term Loan Agent or any Term Loan Claimholders, to act or refrain from acting in a manner that allows, or results in, the Third Lien Collateral Agentoccurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Loan Documents and the Term Loan Documents), for itself and on behalf regardless of any knowledge thereof which they may have or be charged with. Term Loan Agent hereby waives to the other Third Lien Secured Partiesfullest extent permitted by law any claim that may be had against Revolving Agent or any Revolving Claimholder arising out of any actions which Revolving Agent or such Revolving Claimholder take or omit to take (including, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including actions with respect to the executioncreation, validityperfection or continuation of Liens on any Collateral, legalityactions with respect to the foreclosure upon, completenesssale, collectibility release or enforceability of depreciation of, or failure to realize upon, any of the Second Lien Note Documents, Collateral and actions with respect to the ownership collection of any Collateral claim for all or any part of the Revolving Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Revolving Obligations. Revolving Agent hereby waives to the fullest extent permitted by law any claim that may be had against Term Loan Agent or any Term Loan Claimholder arising out of any actions which Term Loan Agent or such Term Loan Claimholder take or omit to take (including, actions with respect to the creation, perfection or priority continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any Liens thereonclaim for all or any part of the Term Loan Obligations from any account debtor, guarantor or any other party), or the valuation, use, protection or release of any security for such Term Loan Obligations.

No Warranties or Liability. (a) Each of the First Lien The Revolving Collateral AgentAgentLender, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesRevolving Claimholders, acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the Third Lien Notes Collateral Agent nor any other Third Lien Secured Party has made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the Third Lien Note Notes Documents, the ownership by any Grantor of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each of Except as otherwise expressly provided herein, the Second Lien Notes Collateral Agent and the Notes Claimholders will be entitled to manage and supervise the Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees that, except for that the representations Revolving Collateral AgentLender and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Revolving Claimholders have made any 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 Note Revolving Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, the Revolving Claim-holders 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. Except as expressly provided herein, the Notes Collateral Agent, for itself Agent and on behalf of Notes Claimholders shall have no duty to the other First Lien Secured PartiesRevolving Collateral AgentLender or any Revolving Claimholders, and the Third Lien Revolving Collateral Agent, for itself AgentLender and on behalf of Revolving Claimholders shall have no duty to the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Notes Collateral Agent nor and Notes Claimholders, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any other Second Lien Secured Party has made agreements with any express or implied representation or warrantyGrantor (including the Revolving Loan Documents and the Notes Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Loan Documents, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Term Loan Collateral Agent nor any other Third Lien Secured Party has and the Term Loan Claimholders have made any 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 Note Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesTerm Loan Claimholders, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the First Lien Revolving Credit Collateral Agent nor any other First Lien Secured Party has and the Revolving Credit Claimholders have made any 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 Note Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, The Term Loan Collateral Agent and the Term Loan Claimholders shall have no duty to the Revolving Credit Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Revolving Credit Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect and the Revolving Credit Claimholders shall have no duty to the execution, validity, legality, completeness, collectibility Term Loan Collateral Agent or enforceability of any of the Second Lien Note DocumentsTerm Loan Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Loan Documents and the Term Loan Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Priority Lien Collateral AgentRepresentative, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesParties it represents, acknowledges and agrees thatthat each of the Credit Facility Agent, except for the representations Credit Facility Lenders and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Subordinated Lien Secured Party has Parties have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Credit Facility Documents or the Subordinated Lien Note Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Each of the Second Lien Collateral The Credit Facility Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesCredit Facility Lenders, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Priority Lien Secured Party has Parties and Subordinated Lien Secured Parties have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Priority Lien Note Documents or Subordinated Lien Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. Each of the First Subordinated Lien Collateral AgentRepresentative, for itself and on behalf of the other First Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesParties it represents, acknowledges and agrees thatthat each of the Credit Facility Agent, except for the representations Credit Facility Lenders and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Priority Lien Secured Party has Parties have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Credit Facility Documents or the Priority Lien Note Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The Credit Facility Lenders will be entitled to manage and supervise their respective loans and extensions of credit under the Credit Facility Documents as they may, in their sole discretion, deem appropriate, and the Credit Facility Lenders may manage their loans and extensions of credit without regard to any rights or interests that any of the Priority Lien Secured Parties or Subordinated Lien Secured Parties have in the Credit Facility Priority Collateral or otherwise, except as otherwise provided in this Agreement. Neither the Credit Facility Agent nor any Credit Facility Lender shall have any duty to any Priority Lien Secured Party or Subordinated Lien Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Priority Lien Documents and the Subordinated Lien Documents), regardless of any knowledge thereof which they may have or be charged with. The Priority Lien Secured Parties will be entitled to manage and supervise their respective rights under the Priority Lien Documents as they may, in their sole discretion, deem appropriate, and the Priority Lien Secured Parties may manage their rights without regard to any rights of interests that the Credit Facility Agent or any of the Credit Facility Lenders or Subordinated Lien Secured Parties have in the Indenture Priority Collateral or otherwise, except as provided in this Agreement. None of the Priority Lien Secured Parties shall have any duty to the Credit Facility Agent or any of the Credit Facility Lenders or any Subordinated Lien Secured Party to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Credit Facility Documents and the Subordinated Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Each of the First Lien The ABL Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the each other Second Lien Secured PartiesABL Claimholder, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither the Third Lien Term Loan Collateral Agent nor or any other Third Lien Secured Party Term Loan Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Term Loan Documents, the ownership of any ABL Priority Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Term Loan Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the each other Third Lien Secured PartiesTerm Loan Claimholder, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither the First Lien ABL Collateral Agent nor or any other First Lien Secured Party ABL Claimholder has made 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 Note ABL Loan Documents, the ownership of any ABL Priority Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Collateral Agent, for itself Agent and on behalf of the other First Lien Secured PartiesTerm Loan Claimholders shall have no duty to the ABL Collateral Agent or any other ABL Claimholder, and the Third Lien ABL Collateral Agent, for itself Agent and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for ABL Claimholders shall have no duty to the representations and warranties set forth in Article VIII, neither the Second Lien Term Loan Collateral Agent nor or any other Second Lien Secured Party has made Term Loan Claimholder, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any express or implied representation or warrantyagreements with any ABL Grantor (including the ABL Loan Documents and the Term Loan Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien ABL Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders represented by it, acknowledges and agrees that, except for that each of the representations Fixed Asset Collateral Agents and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Fixed Asset Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Fixed Asset Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 applicable Fixed Asset Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Lien Fixed Asset Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesFixed Asset Claimholders represented by it, acknowledges and agrees that, except for that each of the representations ABL Collateral Agents and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has ABL Claimholders have made any 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 Note ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the applicable ABL Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the First Lien Fixed Asset Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, Agent and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Fixed Asset Claimholders represented by it shall have no duty to any ABL Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsABL Claimholders, and each ABL Collateral Agent and the ABL Claimholders represented by it shall have no duty to any Fixed Asset Collateral Agent or any of the Fixed Asset Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with Holdings or any other Grantor (including the ABL Loan Documents and the Fixed Asset Loan Documents), regardless of any Collateral knowledge thereof with which they may have or the perfection or priority of any Liens thereonbe otherwise charged with.

No Warranties or Liability. (a) Each Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders under the Revolving Credit Loan Documents, acknowledges and agrees that each of the First Note Lien Collateral Agent, for itself and on behalf of the other First Note Lien Secured Parties, Representatives and the Second Note Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Note Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of Except as otherwise provided in this Agreement, the Second Note Lien Collateral Agent, for itself and on behalf of the other Second Note Lien Secured Parties, Representatives and the Third Note Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Note Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Note Lien Collateral Agent, for itself the Note Lien Representatives and on behalf of the other Third Note Lien Secured PartiesClaimholders, each acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the First Lien Revolving Credit Collateral Agent nor any other First Lien Secured Party has and the Revolving Credit Claimholders have made any 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 Note Revolving Credit Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Revolving Credit Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of the First credit under their respective Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Note Lien Collateral Agent, for itself the Note Lien Representatives and on behalf the Note Lien Claimholders shall have no duty to the Revolving Credit Collateral Agent or any of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall have no duty to the Note Lien Collateral Agent, for itself and on behalf of the other Third Note Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express Representatives or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Note Lien Note DocumentsClaimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Loan Documents and the Note Lien Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Debt Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, Debt Claimholders with respect to which such First Lien Debt Collateral Agent is acting as Agent and the Second Lien each Collateral AgentTrustee, for itself and on behalf of the Pari Passu Lien Representatives and the other Second Pari Passu Lien Secured PartiesClaimholders with respect to which such Collateral Trustee is acting as Agent, acknowledges and agrees that, except for the representations and warranties set forth in Article VIIIXxxxxxx 0, neither xxxx of the Third Lien Collateral Agent nor any other Third Lien Secured Party parties to this Agreement has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third First Lien Note Debt Documents, the Pari Passu Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the Second So long as any First Lien Debt remains outstanding, any Collateral AgentTrustee, for itself and on behalf of the Pari Passu Lien Representatives and the other Second Pari Passu Lien Secured PartiesClaimholders with respect to which such Collateral Trustee is acting as Agent, agrees that the First Lien Debt Claimholders will be entitled to manage and supervise their First Lien Debt under the First Lien Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Third First Lien Debt Claimholders may manage their First Lien Debt under the First Lien Debt Documents without regard to any rights or interests that any Collateral Agent, for itself and on behalf Trustee or any of the other Third Pari Passu Lien Secured Parties, acknowledges and agrees thatClaimholders have in the Collateral or otherwise, except for the representations and warranties set forth as otherwise provided in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any this Agreement. None of the First Lien Note Documents, the ownership of Debt Collateral Agents nor any Collateral or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made Debt Claimholders shall have any express or implied representation duty to any Collateral Trustee or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second other Pari Passu Lien Note DocumentsClaimholders and neither any Collateral Trustee nor any of the other Pari Passu Lien Claimholders shall have any express or implied duty to any First Lien Debt Collateral Agent or any of the other First Lien Debt Claimholders to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or a default under any agreements with any Grantor (including the First Lien Debt Documents and the Pari Passu Lien Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien Revolving Credit Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of Revolving Credit Claimholders under the other Second Lien Secured PartiesRevolving Credit Documents, acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Term Loan Collateral Agent nor any other Third Lien Secured Party has and the Term Loan Claimholders have made any 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 Note Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesTerm Loan Claimholders, acknowledges and agrees that, except for that each of the representations Revolving Credit Collateral Agents and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Revolving Credit Claimholders have made any 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 Note Revolving Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Revolving Credit Collateral Agents and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Revolving Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Collateral Agent and the Term Loan Claimholders shall have no duty to the Revolving Credit Collateral Agents or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolving Credit Claimholders, and the Third Lien Revolving Credit Collateral Agent, for itself Agents and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for Revolving Credit Claimholders shall have no duty to the representations and warranties set forth in Article VIII, neither the Second Lien Term Loan Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsTerm Loan Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Documents and the Term Loan Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First The Senior Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the each other Second Senior Lien Secured PartiesClaimholder, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither the Third Junior Lien Collateral Agent nor or any other Third Junior Lien Secured Party Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Junior Lien Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Junior Lien 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 Junior Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the each other Third Junior Lien Secured PartiesClaimholder, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither the First Senior Lien Collateral Agent nor or any other First Senior Lien Secured Party Claimholder has made 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 Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Senior Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Senior Lien Loan Documents as they may, in their sole discretion, deem appropriate. The Junior Lien Collateral Agent, for itself Agent and on behalf of the other First Junior Lien Secured PartiesClaimholders shall have no duty to the Senior Lien Collateral Agent or any other Senior Lien Claimholder, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Senior Lien Collateral Agent nor and the other Senior Lien Claimholders shall have no duty to the Junior Lien Collateral Agent or any other Second Junior Lien Secured Party has made Claimholder, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any express agreements with the Company or implied representation or warrantyany other Grantor (including the Senior Lien Loan Documents and the Junior Lien Loan Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First The Senior Lien Collateral Agent, for itself and on behalf of the other First Senior Lien Secured Parties, and the Second Claimholders under its Senior Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesNote Documents, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each that each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Subject to the provisions of this Agreement, the Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Credit Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Claimholders acknowledge and agree that the Senior Lien Collateral Agent and the Senior Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Senior Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Senior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Claimholders shall have no duty to the Senior Lien Collateral Agent or any of the Senior Lien Claimholders, and the Senior Lien Collateral Agent and the Senior Lien Claimholders shall have no duty to the Second Lien Claimholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Issuer or any Issuer Subsidiary(including the Senior Lien Note Documents and the Second Lien Credit Documents), regardless of any knowledge thereof which they may have or be charged with. The Subordinated Claimholders acknowledge and agree that the Secured Note Collateral Agent and the Secured Note Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Secured Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Secured Note Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Secured Note Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Subordinated Claimholders shall have no duty to the Secured Note Collateral Agent or any of the Secured Note Claimholders, and the Secured Note Collateral Agent and the Secured Note Claimholders shall have no duty to the Subordinated Claimholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Issuer or any Issuer Subsidiary (including the Secured Note Documents and the Subordinated Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

No Warranties or Liability. (a) Each of the The First Lien Collateral Agent, for itself and on behalf of itself and the other First Lien Secured PartiesClaimholders under the First Lien Loan Documents, acknowledges and agrees that each of the Second Lien Collateral Agent and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Second Lien Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each 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 Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesObligations, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither that the First Lien Collateral Agent nor any other and the First Lien Secured Party has Claimholders have made any 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 Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Second Lien Collateral Agent and the Second Lien Claimholders shall have no duty to the First Lien Collateral Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesClaimholders, and the Third First Lien Collateral Agent, for itself Agent and on behalf of the other Third First Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither Claimholders shall have no duty to the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsClaimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First Lien Loan Documents and the Second Lien Loan Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien ABL Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesABL Claimholders represented by it, acknowledges and agrees that, except for that each of the representations Fixed Asset Collateral Agents and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Secured Party has Fixed Asset Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Fixed Asset Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 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 applicable Fixed Asset Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Lien Fixed Asset Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesFixed Asset Claimholders represented by it, acknowledges and agrees that, except for that each of the representations ABL Collateral Agents and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Secured Party has ABL Claimholders have made any 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 Note ABL Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the applicable ABL Loan Documents in accordance with applicable law and as they may otherwise, in their sole discretion, deem appropriate. Each of the First Lien Fixed Asset Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, Agent and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Fixed Asset Claimholders represented by it shall have no duty to any ABL Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note DocumentsABL Claimholders, and each ABL Collateral Agent and the ABL Claimholders represented by it shall have no duty to any Fixed Asset Collateral Agent or any of the Fixed Asset Claimholders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Company or any other Grantor (including the ABL Loan Documents and the Fixed Asset Loan Documents), regardless of any Collateral knowledge thereof with which they may have or the perfection or priority of any Liens thereonbe otherwise charged with.

No Warranties or Liability. (a) Each of The Collateral Agent and the First Lien Collateral Revolver Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral AgentRevolver Lenders, for itself and on behalf of the other Second Lien Secured Parties, each acknowledges and agrees that, except for that each of the representations and warranties set forth in Article VIII, neither the Third Lien Collateral Agent nor any other Third Lien Term Loan Secured Party has Parties have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Term Loan Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Collateral Agent and the Term Loan Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral AgentTerm Loan Lenders, for itself and on behalf of the other Third Lien Secured Parties, each acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the First Lien Collateral Agent nor any other First Lien Revolver Secured Party has Parties have made any 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 Note Revolver Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided herein, the Revolver Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolver Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Secured Parties shall have no duty to the Revolver Agent or any of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured PartiesRevolver Lenders, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Revolver Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect Parties shall have no duty to the execution, validity, legality, completeness, collectibility Term Loan Agent or enforceability of any of the Second Lien Note DocumentsTerm Loan Lenders, to act or refrain from acting in a manner which allows, or results in, the ownership occurrence or continuance of an event of default or default under any agreements with the Grantors (including the Revolver Loan Documents and the Term Loan Documents), regardless of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each The First Lien Credit Facility Agent, on behalf of the First Lien Credit Facility Claimholders, acknowledges and agrees that the Notes Collateral Agent has not made an express or implied representation or warranty, including with respect to the execution, validity, legali- ty, completeness, collectibility, or enforceability of any of the Notes Documents, the ownership by any Grantor of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise express- ly provided herein, the Notes Collateral Agent and the Notes Claimholders will be entitled to manage and supervise the Notes Documents in accordance with law and as they may otherwise, in their sole discre- tion, deem appropriate. The Notes Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesNotes Claimholders, acknowledges and agrees that, except for that the representations First Lien Credit Facility Agent and warranties set forth in Article VIII, neither the Third First Lien Collateral Agent nor any other Third Lien Secured Party has Credit Facility Claimholders have made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectibility, or enforceability of any of the Third First Lien Note Credit Facility Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, the First Lien Credit Facility Claimholders will be entitled to manage and su- pervise their respective loans and extensions of credit under the Second First Lien Credit Facility Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as ex- pressly provided herein, the Notes Collateral Agent and the Notes Claimholders shall have no duty to the First Lien Credit Facility Agent or any First Lien Credit Facility Claimholders, and the First Lien Credit Facility Agent and the First Lien Credit Facility Claimholders shall have no duty to the Notes Collateral Agent and the Notes Claimholders, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an “event of default” or “default” under any agreements with any Grantor (including the First Lien Credit Facility Documents and the Notes Documents), regardless of any knowledge thereof which they may have or be charged with. The First Lien Credit Facility Agent, for itself and on behalf of the other Second First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesCredit Facility Claimholders, acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the First Lien Notes Collateral Agent nor any other First Lien Secured Party has made any express may, but shall have no obligation to, take all such actions it may determine necessary to perfect or implied representation or warranty, including with respect to continue the execution, validity, legality, completeness, collectibility or enforceability of any perfection of the First Lien Note Documents, Notes Claimholders’ junior-priority security interest in the ownership Collateral and the Notes Collateral Agent shall not in any way be liable for any lapse of any Collateral or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereonmaintaining perfection.

No Warranties or Liability. (a) The Priority Collateral Agents and the Priority Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Priority Loan Documents in accordance with law and the Priority Loan Documents, as they may, in their sole discretion, deem appropriate. Each of the First Lien Notes Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, itself and the Second Lien Collateral Agent, for itself and on behalf of applicable Notes Claimholders under the other Second Lien Secured PartiesNotes Documents, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Third Lien that no Priority Collateral Agent nor any other Third Lien Secured Party Priority Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability or enforceability of any of the Third Lien Note Notes Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each None of the Second Lien Priority Collateral Agents nor any Priority Claimholders shall have any duty to the Notes Collateral Agents or Notes Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Priority Documents and the Notes Documents), regardless of any knowledge thereof which they may have or be charged with. Each Priority Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of applicable Priority Claimholders under the other Third Lien Secured PartiesPriority Documents, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the First Lien that no Notes Collateral Agent nor any other First Lien Secured Party Notes Claimholder has made 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 Note Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each of the First Lien Collateral Agent, for itself and on behalf of the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Second Lien Note Priority Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.

No Warranties or Liability. (a) Each of the First Lien Collateral Revolving Credit Agent, for itself and on behalf of itself and the other First Revolving Credit Claimholders, acknowledges and agrees that each of the Pari Passu Secured Parties and the Subordinated Lien Secured PartiesParties has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Pari Passu Loan Documents or any Subordinated Lien Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Pari Passu Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Collateral AgentPari Passu Loan Documents in accordance with law and as they may otherwise, for itself and in their sole discretion, deem appropriate. Each Pari Passu Representative, on behalf of itself and the other Second Lien Pari Passu Secured Parties, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither Revolving Credit Claimholders or the Third Lien Collateral Agent nor any other Third Subordinated Lien Secured Party Parties has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Third Revolving Credit Loan Documents or any Subordinated Lien Note Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided in this Agreement, the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Revolving Credit Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Each of the Second Subordinated Lien Collateral AgentRepresentative, for itself and on behalf of the other Second Lien Secured Parties, itself and the Third Lien Collateral Agent, for itself and on behalf of the other Third Subordinated Lien Secured Parties, acknowledges and agrees that, except for that none of the representations and warranties set forth in Article VIII, neither Revolving Credit Claimholders or the First Lien Collateral Agent nor any other First Lien Pari Passu Secured Party Parties has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Note Revolving Credit Loan Documents or the Pari Passu Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Each Except as otherwise provided in this Agreement, the Subordinated Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Subordinated Lien Collateral AgentLoan Documents in accordance with law and as they may otherwise, for itself in their sole discretion, deem appropriate. The Pari Passu Secured Parties and on behalf the Subordinated Lien Secured Parties shall have no duty to the Revolving Credit Agents or any of the other First Revolving Credit Claimholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Grantor (including the Revolving Credit Loan Documents), regardless of any knowledge thereof which they may have or be charged with. The Subordinated Lien Secured Parties, Parties and the Third Revolving Credit Agents and the other Revolving Credit Claimholders shall have no duty to the Pari Passu Representatives or any of the Pari Passu Secured Parties to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Grantor (including the Pari Passu Loan Documents), regardless of any knowledge thereof which they may have or be charged with. The Pari Passu Representatives and Pari Passu Secured Parties and the Revolving Credit Agents and the other Revolving Credit Claimholders shall have no duty to the Subordinated Lien Collateral Agent, for itself and on behalf Representatives or any of the other Third Subordinated Lien Secured PartiesParties to act or refrain from acting in a manner which allows, acknowledges and agrees thator results in, except for the representations and warranties set forth in Article VIII, neither the Second Lien Collateral Agent nor occurrence or continuance of an event of default or default under any agreements with any Borrower or any other Second Grantor (including the Subordinated Lien Secured Party has made any express or implied representation or warrantyLoan Documents), including with respect to the execution, validity, legality, completeness, collectibility or enforceability regardless of any of the Second Lien Note Documents, the ownership of any Collateral knowledge thereof which they may have or the perfection or priority of any Liens thereonbe charged with.

No Warranties or Liability. (a) Each of the First Lien The Revolving Collateral Agent, for itself and on behalf of itself and the other First Lien Secured Parties, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured PartiesRevolving Claimholders, acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the Third Lien Notes Collateral Agent nor any other Third Lien Secured Party has made any no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility collectability, or enforceability of any of the Third Lien Note Notes Documents, the ownership by any Grantor of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each of Except as otherwise expressly provided herein, the Second Lien Notes Collateral Agent and the Notes Claimholders will be entitled to manage and supervise the Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Agent, for itself and on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesNotes Claimholders, acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the First Lien Revolving Collateral Agent nor any other First Lien Secured Party has and the Revolving Claimholders have made any 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 Note Revolving Loan Documents, the ownership of any Collateral Collateral, or the perfection or priority of any Liens thereon. Each Except as otherwise expressly provided herein, the Revolving Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as expressly provided herein, the Notes Collateral Agent and the Notes Claimholders shall have no duty to the Revolving Collateral Agent or any Revolving Claimholders, and the Revolving Collateral Agent and the Revolving Claimholders shall have no duty to the Notes Collateral Agent and the Notes Claimholders, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of a default or an event of default under any agreements with any Grantor (including the Revolving Loan Documents and the Notes Documents), regardless of any knowledge thereof which they may have or be charged with. The Revolving Collateral Agent, for itself and on behalf of itself and the other First Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured PartiesRevolving Claimholders, acknowledges and agrees that, except for that the representations and warranties set forth in Article VIII, neither the Second Lien Notes Collateral Agent nor any other Second Lien Secured Party has made any express may, but shall have no obligation to, take all such actions it determines to perfect or implied representation or warranty, including with respect to continue the execution, validity, legality, completeness, collectibility or enforceability of any perfection of the Second Lien Note DocumentsNotes Claimholders’ second-priority security interest in the Revolving Priority Collateral and the Notes Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection. The Notes Collateral Agent, on behalf of itself and the ownership of any other Notes Claimholders, acknowledges and agrees that the Revolving Collateral Agent may, but shall have no obligation to, take all such actions it determines to perfect or continue the perfection of the Revolving Claimholders’ second-priority security interest in the Notes Priority Collateral and the Revolving Collateral Agent shall not be liable for any lapse of perfection or priority of any Liens thereonfor maintaining perfection.