Common use of Collateral Due Diligence Clause in Contracts

Collateral Due Diligence. Subject to receipt of a non-reliance letter in favor of the applicable Representative and its affiliates, each Representative shall promptly provide to the other Representative copies of all Collateral Due Diligence with respect to the Loan Parties or the Common Collateral that are prepared by third parties (but excluding internal credit files, attorney-client work product, information and reports prepared by financial advisors or turnaround consultants, and documents and information prepared in anticipation of litigation or in connection with an Insolvency Proceeding); provided, that the recipient Representative shall be responsible for arranging disclosure and reliance with the third party provider. The failure of any Representative to provide any Collateral Due Diligence shall not (i) affect the relative priorities of any Representative’s Liens as provided herein or the validity or effectiveness of any notices or demands as against any Loan Party, (ii) impair the effectiveness of this Agreement, or (iii) give rise to any claim or cause of action or liability by any Representative or Secured Party against any other Representative, Secured Party or any third person preparing such appraisals, examinations or reports. Each Representative, for itself and on behalf of its respective Secured Parties, acknowledges and agrees that the preparation of such Collateral Due Diligence may be subject to the cooperation of the Loan Parties and neither the other Representatives, such other Representatives’ respective Secured Parties nor any of their respective agents, consultants, advisors, counsel or employees makes any representations or warranties whatsoever with respect to the Collateral Due Diligence of any kind, nature, or description, including, without limitation, any representation as to the completeness or accuracy of the Collateral Due Diligence, either at the time that the Collateral Due Diligence was prepared or at the present time and such information is provided for informational purposes only, and may not be relied upon by such other Representatives, such other Secured Parties or any other party, in any manner whatsoever. Each Representative, for itself and on behalf of its respective Secured Parties, further acknowledges and agrees that the Collateral Due Diligence shall not give rise to any claim or cause of action or liability against, and shall be provided without recourse to, the other Representative, such other Representative’s respective Secured Parties or any agent, consultant, advisor, counsel or employees thereof. Each Representative, for itself and on behalf of its respective Secured Parties, agrees that it shall use such Collateral Due Diligence only in connection with its administration under the applicable Senior Documents or Junior Documents. Each Term Loan Representative, on behalf of the Term Loan Secured Parties that it represents, hereby agrees that the granting of access by the ABL Representative to IntraLinks or another similar secure, encrypted and password-protected electronic system customarily used for distribution of such Collateral Due Diligence to ABL Creditors shall satisfy the ABL Representative’s obligations under this ‎Section 10.17 (to the extent Collateral Due Diligence is made available therein). The Loan Parties irrevocably, by their execution of the acknowledgment hereto, authorize each Representative to provide the other Representatives with copies of any Collateral Due Diligence.

Collateral Due Diligence. Subject to receipt of a non-reliance letter in favor of the applicable Representative and its affiliates, each Representative shall promptly provide to the other Representative copies of all Collateral Due Diligence with respect to the Loan Parties or the Common Collateral that are prepared by third parties (but excluding internal credit files, attorney-client work product, information and reports prepared by financial advisors or turnaround consultants, and documents and information prepared in anticipation of litigation or in connection with an Insolvency Proceeding); provided, that the recipient Representative shall be responsible for arranging disclosure and reliance with the third party provider. The failure of any Representative to provide any Collateral Due Diligence shall not (i) affect the relative priorities of any Representative’s Liens as provided herein or the validity or effectiveness of any notices or demands as against any Loan Party, (ii) impair the effectiveness of this Agreement, or (iii) give rise to any claim or cause of action or liability by any Representative or Secured Party against any other Representative, Secured Party or any third person preparing such appraisals, examinations or reports. Each Representative, for itself and on behalf of its respective Secured Parties, acknowledges and agrees that the preparation of such Collateral Due Diligence may be subject to the cooperation of the Loan Parties and neither the other RepresentativesRepresentative, such other Representatives’ Representative’s respective Secured Parties nor any of their respective agents, consultants, advisors, counsel or employees makes make any representations or warranties whatsoever with respect to the Collateral Due Diligence of any kind, nature, or description, including, without limitation, any representation as to the completeness or accuracy of the Collateral Due Diligence, either at the time that the Collateral Due Diligence was prepared or at the present time and such information is provided for informational purposes only, and may not be relied upon by such other RepresentativesRepresentative, such other Secured Parties or any other party, in any manner whatsoever. Each Representative, for itself and on behalf of its respective Secured Parties, further acknowledges and agrees that the Collateral Due Diligence shall not give rise to any claim or cause of action or liability against, and shall be provided without recourse to, the other Representative, such other Representative’s respective Secured Parties or any agent, consultant, advisor, counsel or employees thereof. Each Representative, for itself and on behalf of its respective Secured Parties, agrees that it shall use such Collateral Due Diligence only in connection with its administration under the applicable Senior Documents or Junior Documents. Each The Term Loan Representative, on behalf of the Term Loan Secured Parties that it representsParties, hereby agrees that the granting of access by the ABL Representative to IntraLinks or another similar secure, encrypted and password-protected electronic system customarily used for distribution of such Collateral Due Diligence to ABL Creditors shall satisfy the ABL Representative’s obligations under this ‎Section Section 10.17 (to the extent Collateral Due Diligence is made available therein). The Loan Parties irrevocably, by their execution of the acknowledgment hereto, authorize each Representative to provide the other Representatives Representative with copies of any Collateral Due Diligence.