Common use of Information Concerning Financial Condition of the Borrower and the Subsidiaries Clause in Contracts

Information Concerning Financial Condition of the Borrower and the Subsidiaries. Neither the First Priority Agent nor any First Priority Lender shall have any obligation to the Second Priority Agent or any Second Priority Lender to keep the Second Priority Agent or any Second Priority Lender informed of, and the Second Priority Agent and the Second Priority Lenders shall not be entitled to rely on the First Priority Agent or the First Priority Lenders with respect to, (a) the financial condition of the Borrower and the Subsidiaries and all endorsers and/or guarantors of the First Priority Claims or the Second Priority Claims and (b) all other circumstances bearing upon the risk of nonpayment of the First Priority Claims or the Second Priority Claims. The ABL Agent, the ABL Lenders, the Term Loan/Cash Flow Revolver Agent and the Term Loan/Cash Flow Revolver Lenders shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the ABL Agent, any ABL Lender, the Term Loan/Cash Flow Revolver Agent or any Term Loan/Cash Flow Revolver Lender, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation (w) to make, and the ABL Agent, the ABL Lenders, the Term Loan/Cash Flow Revolver Agent and the Term Loan/Cash Flow Revolver Lenders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. Nothing in this section shall amend, modify or otherwise affect the confidentiality obligations of the ABL Agent and the ABL Lenders under the ABL Credit Agreement and of the Term Loan/Cash Flow Revolver Agent and the Term Loan/Cash Flow Revolver Lenders under the Term Loan/Cash Flow Revolver Agreement.

Information Concerning Financial Condition of the Borrower and the Subsidiaries. Neither the any First Priority Lien Agent nor any First Priority Senior Lender shall have any obligation to the any Second Priority Agent or any Second Priority Lender Secured Party to keep the Second Priority Agent or any Second Priority Lender Secured Party informed of, and the Second Priority Agent Agents and the Second Priority Secured Parties shall not be entitled to rely on the First Lien Agents or the Senior Lenders with respect to, (a) the financial condition of the Borrowers and the Subsidiaries and all endorsers, pledgors and/or guarantors of the Second Priority Claims or the Senior Lender Claims and (b) all other circumstances bearing upon the risk of nonpayment of the Second Priority Claims or the Senior Lender Claims. Neither any Second Priority Agent nor any Second Priority Secured Party shall have any obligation to any First Lien Agent or any Senior Lender to keep the First Lien Agent or any Senior Lender informed of, and the First Lien Agents and the Senior Lenders shall not be entitled to rely on the First Second Priority Agent Agents or the First Second Priority Lenders Secured Parties with respect to, (a) the financial condition of the Borrower and the Subsidiaries and all endorsers endorsers, pledgors and/or guarantors of the First Second Priority Claims or the Second Priority Senior Lender Claims and (b) all other circumstances bearing upon the risk of nonpayment of the First Second Priority Claims or the Second Priority Senior Lender Claims. The ABL AgentFirst Lien Agents, the ABL Senior Lenders, the Term Loan/Cash Flow Revolver each Second Priority Agent and the Term Loan/Cash Flow Revolver Lenders Second Priority Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the ABL any First Lien Agent, any ABL Senior Lender, the Term Loan/Cash Flow Revolver any Second Priority Agent or any Term Loan/Cash Flow Revolver LenderSecond Priority Secured Party, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation (w) to make, and the ABL AgentFirst Lien Agents, the ABL Senior Lenders, the Term Loan/Cash Flow Revolver Agent Second Priority Agents and the Term Loan/Cash Flow Revolver Lenders Second Priority Secured Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. Nothing in this section shall amend, modify or otherwise affect the confidentiality obligations of the ABL Agent and the ABL Lenders under the ABL Credit Agreement and of the Term Loan/Cash Flow Revolver Agent and the Term Loan/Cash Flow Revolver Lenders under the Term Loan/Cash Flow Revolver Agreement.

Information Concerning Financial Condition of the Borrower and the Subsidiaries. Neither the First Priority No ABL Agent nor any First Priority Lender ABL Secured Party shall have any obligation to the Second Priority Term Loan Agent or any Second Priority Lender Term Loan Secured Party to keep the Second Priority Term Loan Agent or any Second Priority Lender Term Loan Secured Party informed of, and the Second Priority Term Loan Agent and the Second Priority Lenders Term Loan Secured Parties shall not be entitled to rely on on, the First Priority ABL Agent or the First Priority Lenders ABL Secured Parties with respect to, (a) the financial condition of the Borrower and the Subsidiaries Grantors and all endorsers and/or guarantors of the First Priority Claims ABL Obligations or the Second Priority Claims Term Loan Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Priority Claims ABL Obligations or the Second Priority ClaimsTerm Loan Obligations. No Term Loan Agent or any Term Loan Secured Party shall have any obligation to the ABL Agent or any ABL Secured Party to keep the Intercreditor Agreement among Bank of America, N.A. and CLMG Corp., dated as of May 7, 2019 AMERICAS 99686098 ABL Agent or any ABL Secured Party informed of, and the ABL Agent and the ABL Secured Parties shall not be entitled to rely on, the Term Loan Agent or the Term Loan Secured Parties with respect to, (a) the financial condition of the Borrower, the Borrower and the Grantors and all endorsers and/or guarantors of the ABL Obligations or the Term Loan Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the ABL Obligations or the Term Loan Obligations. The ABL Agent, the ABL LendersSecured Parties, the Term Loan/Cash Flow Revolver Loan Agent and the Term Loan/Cash Flow Revolver Lenders Loan Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the ABL Agent, any ABL LenderSecured Party, the Term Loan/Cash Flow Revolver Loan Agent or any Term Loan/Cash Flow Revolver LenderLoan Secured Party, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other partyparty (and Holdings and the Borrower acknowledge that any such party may do so), it or they shall be under no obligation (w) to make, and the ABL Agent, the ABL LendersSecured Parties, the Term Loan/Cash Flow Revolver Loan Agent and the Term Loan/Cash Flow Revolver Lenders Loan Secured Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. Nothing in this section shall amendThe Grantors agree that any information provided to the ABL Agent, modify the Term Loan Agent, any other ABL Secured Party or otherwise affect the confidentiality obligations any other Term Loan Secured Party may be shared by such person with any of the ABL Agent and other Secured Parties notwithstanding a request or demand by such Grantor that such information be kept confidential; provided that such information shall otherwise be subject to the ABL Lenders under respective confidentiality provisions in the ABL Credit Agreement and each of the Term Loan/Cash Flow Revolver Agent and the Term Loan/Cash Flow Revolver Lenders under the Term Loan/Cash Flow Revolver AgreementLoan Credit Agreements, as applicable.

Information Concerning Financial Condition of the Borrower and the Subsidiaries. Neither the First Priority Agent nor any First Priority Lender shall have any obligation to the Second Priority Agent or any Second Priority Lender to keep the Second Priority Agent or any Second Priority Lender informed of, and the Second Priority Agent and the Second Priority Lenders shall not be entitled to rely on the First Priority Agent or the First Priority Lenders with respect to, (a) the financial condition of the Borrower and the Subsidiaries and all endorsers and/or guarantors of the First Priority Claims or the Second Priority Claims and (b) all other circumstances bearing upon the risk of nonpayment of the First Priority Claims or the Second Priority Claims. The ABL Agent, the ABL Lenders, the Term Loan/Cash Flow Revolver Agent Loan Agents and the Term Loan/Cash Flow Revolver Loan Lenders shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the ABL Agent, any ABL Lender, the any Term Loan/Cash Flow Revolver Loan Agent or any Term Loan/Cash Flow Revolver Loan Lender, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation (w) to make, and the ABL Agent, the ABL Lenders, the Term Loan/Cash Flow Revolver Agent Loan Agents and the Term Loan/Cash Flow Revolver Loan Lenders shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. Nothing in this section shall amend, modify or otherwise affect the confidentiality obligations of the ABL Agent and the ABL Lenders under the ABL Credit Agreement and of the Term Loan/Cash Flow Revolver Agent Loan Agents and the Term Loan/Cash Flow Revolver Loan Lenders under the Term Loan/Cash Flow Revolver Loan Agreement or any Term Additional Agreement.

Information Concerning Financial Condition of the Borrower and the Subsidiaries. Neither The Senior Representatives, the First Priority Agent nor any First Priority Lender shall have any obligation to Senior Secured Parties, the Second Priority Agent or any Second Priority Lender to keep the Second Priority Agent or any Second Priority Lender informed of, Representatives and the Second Priority Agent and the Second Priority Lenders Debt Parties shall not each be entitled to rely on the First Priority Agent or the First Priority Lenders with respect to, responsible for keeping themselves informed of (a) the financial condition of the Borrower and the Subsidiaries and all endorsers and/or or guarantors of the First Priority Claims Senior Obligations or the Second Priority Claims Debt Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Priority Claims Senior Obligations or the Second Priority ClaimsDebt Obligations; provided, however, that nothing in this Section 8.04 shall impose an obligation on (i) the Senior Representatives and the Senior Secured Parties to keep themselves informed beyond that which may be required by the applicable Senior Debt Documents or (ii) the Second Priority Representatives and the Second Priority Debt Parties to keep themselves informed beyond that which may be required by the applicable Second Priority Debt Documents. The ABL AgentSenior Representatives, the ABL LendersSenior Secured Parties, the Term Loan/Cash Flow Revolver Agent Second Priority Representatives and the Term Loan/Cash Flow Revolver Lenders Second Priority Debt Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the ABL Agentany Senior Representative, any ABL LenderSenior Secured Party, the Term Loan/Cash Flow Revolver Agent any Second Priority Representative or any Term Loan/Cash Flow Revolver LenderSecond Priority Debt Party, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation to (wi) to make, and the ABL AgentSenior Representatives, the ABL LendersSenior Secured Parties, the Term Loan/Cash Flow Revolver Agent Second Priority Representatives and the Term Loan/Cash Flow Revolver Lenders Second Priority Debt Parties shall not makemake or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (xii) to provide any additional information or to provide any such information on any subsequent occasion, (yiii) to undertake any investigation or (ziv) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. Nothing in this section shall amend, modify or otherwise affect the confidentiality obligations of the ABL Agent and the ABL Lenders under the ABL Credit Agreement and of the Term Loan/Cash Flow Revolver Agent and the Term Loan/Cash Flow Revolver Lenders under the Term Loan/Cash Flow Revolver Agreement.

Information Concerning Financial Condition of the Borrower and the Subsidiaries. Neither The Senior Representatives, the First Priority Agent nor any First Priority Lender shall have any obligation to Senior Secured Parties, the Second Priority Agent or any Second Priority Lender to keep the Second Priority Agent or any Second Priority Lender informed of, Representatives and the Second Priority Agent and the Second Priority Lenders Lien Credit Agreement Secured Parties shall not each be entitled to rely on the First Priority Agent or the First Priority Lenders with respect to, responsible for keeping themselves informed of (a) the financial condition of the Borrower and the Subsidiaries and all endorsers and/or or guarantors of the First Priority Claims Senior Obligations or the Second Priority Claims Debt Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Priority Claims Senior Obligations or the Second Priority ClaimsDebt Obligations. The ABL AgentSenior Representatives, the ABL LendersSenior Secured Parties, the Term Loan/Cash Flow Revolver Agent Second Priority Representatives and the Term Loan/Cash Flow Revolver Lenders Second Lien Credit Agreement Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the ABL Agentany Senior Representative, any ABL LenderSenior Secured Party, the Term Loan/Cash Flow Revolver Agent any Second Priority Representative or any Term Loan/Cash Flow Revolver LenderSecond Priority Debt Party, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation to (wi) to make, and the ABL AgentSenior Representatives, the ABL LendersSenior Secured Parties, the Term Loan/Cash Flow Revolver Agent Second Priority Representatives and the Term Loan/Cash Flow Revolver Lenders Second Priority Debt Parties shall not makemake or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (xii) to provide any additional information or to provide any such information on any subsequent occasion, (yiii) to undertake any investigation or (ziv) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. Nothing in this section shall amendSubrogation. Each Second Priority Representative, modify or otherwise affect on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the confidentiality obligations Discharge of the ABL Agent and the ABL Lenders under the ABL Credit Agreement and of the Term Loan/Cash Flow Revolver Agent and the Term Loan/Cash Flow Revolver Lenders under the Term Loan/Cash Flow Revolver AgreementSenior Obligations has occurred.

Information Concerning Financial Condition of the Borrower and the Subsidiaries. Neither the First Priority No ABL Agent nor any First Priority Lender ABL Secured Party shall have any obligation to the Second Priority Term Loan Agent, any Term Loan Secured Party, the Notes Agent or any Second Priority Lender Notes Secured Party to keep the Second Priority Agent or any Second Priority Lender them informed of, and the Second Priority Term Loan Agent, the Term Loan Secured Parties, the Notes Agent and the Second Priority Lenders Notes Secured Parties shall not be entitled to rely on on, the First Priority ABL Agent or the First Priority Lenders ABL Secured Parties with respect to, (a) the financial condition of the Borrower and the Subsidiaries Grantors and all endorsers and/or guarantors of the First Priority Claims ABL Obligations or the Second Priority Claims Term Loan Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Priority Claims ABL Obligations or the Second Priority ClaimsTerm Loan Obligations. No Term Loan Agent or any Term Loan Secured Party shall have any obligation to the ABL Agent, any ABL Secured Party, the Notes Agent or any Notes Secured Party to keep any of them informed of, and the ABL Agent, the ABL Secured Parties, the Notes Agent and the Notes Secured Parties shall not be entitled to rely on, the Term Loan Agent or the Term Loan Secured Parties with respect to, (a) the financial condition of the Borrower, the Borrower and the Grantors and all endorsers and/or guarantors of the ABL Obligations or the Term Loan Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the ABL Obligations or the Term Loan Obligations. The ABL Agent, the ABL LendersSecured Parties, the Term Loan/Cash Flow Revolver Loan Agent, the Term Loan Secured Parties, the Notes Agent and the Term Loan/Cash Flow Revolver Lenders Notes Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the ABL Agent, any ABL LenderSecured Party, the Term Loan/Cash Flow Revolver Loan Agent, any Term Loan Secured Party, the Notes Agent or any Term Loan/Cash Flow Revolver Lender, Notes Secured Party in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other partyparty (and Parent, Holdings and the Borrower acknowledge that any such party may do so), it or they shall be under no obligation (w) to make, and the ABL Agent, the ABL LendersSecured Parties, the Term Loan/Cash Flow Revolver Loan Agent, the Term Loan Secured Parties, the Notes Agent and the Term Loan/Cash Flow Revolver Lenders Notes Secured Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. Nothing in this section shall amendThe Grantors agree that any information provided to the ABL Agent, modify the Term Loan Agent, any other ABL Secured Party, any other Term Loan Secured Party, the Notes Agent or otherwise affect the confidentiality obligations any Notes Secured Party may be shared by such person with any of the ABL Agent and other Secured Parties notwithstanding a request or demand by such Grantor that such information be kept confidential; provided that such information shall otherwise be subject to the ABL Lenders under respective confidentiality provisions in the ABL Credit Agreement and of Agreement, the Term Loan/Cash Flow Revolver Agent Loan Credit Agreements, and the Term Loan/Cash Flow Revolver Lenders under the Term Loan/Cash Flow Revolver AgreementNotes Purchase Agreement as applicable.