B. Other Reporting. The same reports, disclosures or other information provided to the Administrative Agent, any of the Prepetition 1L/2L Parties, or their respective advisors in accordance with any order of the Bankruptcy Court.
ARTICLE 10: CONFLICTS
Notwithstanding anything in the DIP Warehouse Facility Agreements to the contrary, in the event of any conflict between the terms of a DIP Warehouse Facility Agreement and the other related Program Agreements, the documents shall control in the following order of priority: first, the terms of this Master Refinancing Agreement shall prevail, second, the terms of the related Pricing Side Letter shall prevail, third, the terms of the Administration Agreement, fourth the terms of the relevant Governing Agreement shall prevail, and fifth, the terms of the other related Program Agreements shall prevail.
ARTICLE 11: MISCELLANEOUS
A. Representations and Warranties. Except as otherwise disclosed to Administrative Agent in writing, each DIP Seller hereby represents and warrants to the Administrative Agent and Buyers that it is in compliance with all the terms and provisions set forth in the DIP Warehouse Facility Agreements on its part to be observed or performed, and that no Event of Default has occurred or is continuing under any DIP Warehouse Facility Agreement, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of each Repurchase Agreement.
B. Binding Effect; Entire Agreement. This Master Refinancing Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Master Refinancing Agreement and the other DIP Warehouse Facility Agreements represent the entire agreement between the parties hereto with respect to the subject matter contained herein and therein. This Master Refinancing Agreement supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. Except as expressly supplemented and modified by this Master Refinancing Agreement and/or the DIP Orders, the agreements, instruments and documents identified on Schedule II hereto shall continue to be, and shall remain, in full force and effect and for all purposes shall constitute Program Agreements related to the relevant Governing Agreement identified opposite the description thereof.
C. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
D. Buyers and MSFTA Counterparties May Act Through Administrative Agent. Each Buyer and MSFTA Counterparty has designated the Administrative Agent for the purpose of performing any action hereunder (other than, for the sake of clarity, Article 8 hereof). The exculpatory and liability-limiting provisions contained in the Administration Agreement with respect to the Administrative Agent shall also apply in all respects to the Administrative Agent hereunder and under the other DIP Warehouse Facility Agreements.
2014058.10-NYCSR07A - MSW