Common use of Access to Property to Process and Sell Inventory Clause in Contracts

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to time), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Collateral Agent) takes actual or constructive possession of Term Loan Priority Collateral of any Grantor (“Term Loan Priority Collateral Enforcement Actions”), then the Term Loan Secured Parties and the Term Loan Collateral Agent shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing Term Loan Collateral Agent (the “Term Loan Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto), to enter upon and use the Term Loan Priority Collateral (including equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan Priority Collateral (such period, the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Credit Agreement Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, Agreement (as in effect from time to timeon the date hereof)), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing any Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral Collateral, and the Directing such Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the any Term Loan Collateral Agent) takes actual or constructive possession of Term Loan Priority Collateral of any Grantor Obligor (“Term Loan Priority Collateral Enforcement Actions”), then the applicable Term Loan Secured Parties and the Term Loan Collateral Agent Claimholders shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Facility Credit Agreement Collateral Agent to the Directing applicable Term Loan Collateral Agent (the “Term Loan Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Facility Credit Agreement Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Credit Agreement Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Credit Agreement Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto)Claimholders, to enter upon any real property of the Obligors and to use the Term Loan Priority Collateral (including equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Credit Agreement Collateral Agent in writing) has been removed from such real property or the Term Loan Priority Collateral (such period, the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan TL Priority Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Collateral Agent’s Liens) takes actual or constructive possession of Term Loan TL Priority Collateral of any Grantor (“Term Loan TL Priority Collateral Enforcement Actions”), then the Term Loan Secured Parties and the Term Loan Collateral Agent shall (subject to, in the case of any Term Loan TL Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing Term Loan Collateral Agent (the “Term Loan TL Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with Exhibit K the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto, which shall not be limited), to enter upon and use the Term Loan TL Priority Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan TL Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan TL Priority Collateral (such period, the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Revolver Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Revolver Collateral (“ABL Facility Priority Revolver Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Agent commences commence any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Facility Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Collateral Agent’s Liens) takes actual or constructive possession of Term Loan Priority Facility Collateral of any Grantor (“Term Loan Priority Facility Collateral Enforcement Actions”), then the Term Loan Secured Parties and the Term Loan Collateral Agent shall (subject to, in the case of any Term Loan Priority Facility Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Revolver Agent to the Directing Term Loan Collateral Agent (the “Term Loan Priority Facility Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Revolver Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Revolver Collateral Enforcement Actions in the ABL Facility Priority Revolver Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Revolver Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Revolver Agent from conducting ABL Facility Priority Revolver Collateral Enforcement Actions in the ABL Facility Priority Revolver Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Revolver Collateral, and (z) permit the ABL Facility Collateral Revolver Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Revolver Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto, which shall not be limited), to enter upon and use the Term Loan Priority Facility Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Revolver Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Facility Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Revolver Collateral (other than ABL Facility Priority Revolver Collateral abandoned by the ABL Facility Collateral Revolver Agent in writing) has been removed from the Term Loan Priority Facility Collateral (such period, as the same may be extended with the written consent of the Term Agent as contemplated by the final sentence of this Section 4.3(a)(i), the “ABL Facility Priority Revolver Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan TL Priority Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Collateral Agent’s Liens) takes actual or constructive possession of Term Loan TL Priority Collateral of any Grantor (“Term Loan TL Priority Collateral Enforcement Actions”), then the Term Loan Secured Parties and the Term Loan Collateral Agent shall (subject to, in the case of any Term Loan TL Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing Term Loan Collateral Agent (the “Term Loan TL Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto, which shall not be limited), to enter upon and use the Term Loan TL Priority Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan TL Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan TL Priority Collateral (such period, the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (i) In addition to the rights granted to the ABL Agent under clause (a) (i) If of this Section 3.04, if the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to time), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the Term Loan Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Priority Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Collateral Agent’s Liens) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor (“Term Loan Priority Collateral Enforcement Actions”), then (1) if the Term Loan Secured Parties and the Term Loan Collateral ABL Agent shall (subject to, in the case of any Term Loan has commenced an ABL Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to shall furnish the Directing Term Loan Collateral Agent with prompt written notice of the commencement of such action (the “Term Loan ABL Priority Collateral Enforcement Action Notice”)) and (2) in all cases, and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) Agent shall (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, Collateral and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto)Parties, to enter upon and use the Term Loan Priority Collateral (including equipmentit being understood and agreed that in connection therewith (and with respect to trademarks, processorssubject to reasonable quality control in favor of the applicable Grantor) the Term Agent shall, computers and other machinery related to the storage extent it has the right to do so, irrevocably grant to the ABL Agent a non-exclusive license or processing of recordsother right to use, documents or files for such time and without charge, any intellectual propertyproperty pertaining to the ABL Priority Collateral), for a period commencing on (I) the earlier of the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan ABL Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan Priority Collateral sold or disposed of (such period, as the same may be extended with the written consent of the Term Loan Agent, the “ABL Facility Priority Collateral Processing and Sale Period”), provided, however, that nothing contained in this Agreement shall restrict the rights of the Term Loan Agent from selling, assigning or otherwise transferring any Term Priority Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale Period if the purchaser, assignee or transferee thereof agrees in writing (for purposes of:the benefit of the ABL Agent and the ABL Secured Parties) to be bound by the provisions of this Section 3.04. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Exclusive Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Exclusive Collateral Agent) takes actual or constructive possession of the Term Loan Priority Exclusive Collateral of any Grantor Grantor) (“Term Loan Priority Collateral Enforcement Actions”), then the Term Loan Secured Parties Agent, and the Term Loan Collateral Agent shall Secured Parties (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing Term Loan Collateral Agent (the “Term Loan Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) shall (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) to the extent within the power or control of the Term Loan Agent to do so, permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with subject to the Grantors’ reimbursement and indemnity obligation obligations with respect theretothereto under the Loan Documents), to enter upon and use the Term Loan Priority Exclusive Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) commencing on the earlier of the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of (A) the date occurring 180 days thereafter and thereafter, (B) the date on which all of the ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned an immaterial amount thereof (as reasonably determined by the ABL Facility Collateral Agent)) located on such premises is sold, assigned, collected or transferred by the ABL Agent in writingand (C) has been removed from the Term Loan First Priority Collateral Obligations Payment Date (such period, as the same may be extended with the written consent of the Term Loan Agent as contemplated by the final sentence of this Section 7.3(a), the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:: assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan TL Priority Collateral and the Directing Term Loan Collateral Col- lateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Collateral Agent’s Liens) takes actual or constructive possession of Term Loan TL Priority Collateral of any Grantor (“Term Loan TL Priority Collateral Enforcement Actions”), then the Term Loan Secured Parties and the Term Loan Collateral Agent shall (subject to, in the case of any Term Loan TL Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing Term Loan Collateral Agent (the “Term Loan TL Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto, which shall not be limited), to enter upon and use the Term Loan TL Priority Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan TL Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan TL Priority Collateral (such period, the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i1) If the ABL Facility Collateral Revolver Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Revolver Collateral (“ABL Facility Priority Revolver Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Agent commences commence any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Facility Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Collateral Agent’s Liens) takes actual or constructive possession of Term Loan Priority Facility Collateral of any Grantor (“Term Loan Priority Facility Collateral Enforcement Actions”), then the Term Loan Secured Parties and the Term Loan Collateral Agent shall (subject to, in the case of any Term Loan Priority Facility Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Revolver Agent to the Directing Term Loan Collateral Agent (the “Term Loan Priority Facility Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Revolver Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Revolver Collateral Enforcement Actions in the ABL Facility Priority Revolver Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Revolver Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Revolver Agent from conducting ABL Facility Priority Revolver Collateral Enforcement Actions in the ABL Facility Priority Revolver Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Revolver Collateral, and (z) permit the ABL Facility Collateral Revolver Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Revolver Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto, which shall not be limited), to enter upon and use the Term Loan Priority Facility Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Revolver Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Facility Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Revolver Collateral (other than ABL Facility Priority Revolver Collateral abandoned by the ABL Facility Collateral Revolver Agent in writing) has been removed from the Term Loan Priority Facility Collateral (such period, as the same may be extended with the written consent of the Term Agent as contemplated by the final sentence of this Section 4.3(a)(i), the “ABL Facility Priority Revolver Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing New Money Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of a First Priority Lien on any Liens of the Term Loan Priority Collateral Agent) takes actual or constructive possession of the Term Loan Priority Collateral of any Grantor Grantor) (“Term Loan Priority Collateral Enforcement Actions”), then the New Money Term Loan Secured Parties and Agent, as First Priority Representative with respect to the Term Loan Priority Collateral, and the First Priority Secured Parties with respect to the Term Loan Priority Collateral Agent shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing New Money Term Loan Collateral Agent (the “Term Loan Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) shall (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with subject to the Grantors’ reimbursement and indemnity obligation obligations with respect theretothereto under the Loan Documents), to enter upon and use the Term Loan Priority Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan Priority Collateral (such period, as the same may be extended with the written consent of the New Money Term Loan Agent as contemplated by the final sentence of this Section 7.3(a)(i), the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Agent any Second Priority Representative commences any action or proceeding with respect to any of its rights or remedies (including including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Loan/Notes Exclusive Collateral and the Directing Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Loan/Notes Exclusive Collateral Agent) takes actual or constructive possession of the Term Loan Priority Loan/Notes Exclusive Collateral of any Grantor Grantor) (“Term Loan Priority Loan/Notes Collateral Enforcement Actions”), then each Second Priority Representative, and the Term Loan Second Priority Secured Parties and the Term Loan Collateral Agent shall (subject to, in the case of any Term Loan Priority Loan/Notes Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing Term Loan Collateral Agent such Second Priority Representative (the “Term Loan Priority Loan/Notes Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) shall (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) to the extent within the power or control of such Second Priority Secured Party to do so, permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with subject to the Grantors’ reimbursement and indemnity obligation obligations with respect theretothereto under the Loan Documents), to enter upon and use the Term Loan Priority Loan/Notes Exclusive Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) commencing on the earlier of the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Loan/Notes Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of (A) the date occurring 180 days thereafter and thereafter, (B) the date on which all of the ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned an immaterial amount thereof (as reasonably determined by the ABL Facility Collateral Agent)) located on such premises is sold, assigned, collected or transferred by the ABL Agent in writingand (C) has been removed from the Term Loan First Priority Collateral Obligations Payment Date (such period, as the same may be extended with the written consent of the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, to the Junior Priority Representative) as contemplated by the final sentence of this Section 7.3(a), the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:: assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan TL Priority Collateral and the Directing Term Loan Collateral Col- lateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Collateral Agent’s Liens) takes actual or constructive possession of Term Loan TL Priority Collateral of any Grantor (“Term Loan TL Priority Collateral Enforcement Actions”), then the Term Loan Secured Parties and the Term Loan Collateral Agent shall (subject to, in the case of any Term Loan TL Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing Term Loan Collateral Agent (the “Term Loan "TL Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto, which shall not be limited), to enter upon and use the Term Loan TL Priority Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan TL Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan TL Priority Collateral (such period, the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing Controlling Term Loan Collateral Debt Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Pari Term Loan Debt Priority Collateral and the Directing Controlling Term Loan Collateral Debt Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Pari Term Loan Collateral Debt Agent’s Liens) takes actual or constructive possession of Pari Term Loan Debt Priority Collateral of any Grantor (“Pari Term Loan Debt Priority Collateral Enforcement Actions”), then the Pari Term Loan Debt Secured Parties and the Pari Term Loan Collateral Agent Debt Agents shall (subject to, in the case of any Pari Term Loan Debt Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing Controlling Term Loan Collateral Debt Agent (the “Pari Term Loan Debt Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto, which shall not be limited), to enter upon and use the Pari Term Loan Debt Priority Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual propertyfiles), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Pari Term Loan Debt Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Pari Term Loan Debt Priority Collateral (such period, the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if of the Directing Term Loan Collateral Security Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the Directing Term Loan Collateral Security Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Collateral Security Agent’s Liens) takes actual or constructive possession of Term Loan Priority Collateral of any Grantor (“Term Loan Priority Collateral Enforcement Actions”), then the Term Loan Secured Parties and the Term Loan Collateral Security Agent shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing Term Loan Collateral Security Agent (the “Term Loan Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto), to enter upon and use the Term Loan Priority Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 120 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan Priority Collateral (such period, the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Credit Agreement Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, including any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, Agreement (as in effect from time to timeon the date hereof)), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if the Directing any Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral Collateral, and the Directing such Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the any Term Loan Collateral Agent) takes actual or constructive possession of Term Loan Priority Collateral of any Grantor Obligor (“Term Loan Priority Collateral Enforcement Actions”), then the applicable Term Loan Secured Parties and the Term Loan Collateral Agent Claimholders shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Facility Credit Agreement Collateral Agent to the Directing applicable Term Loan Collateral Agent (the “Term Loan Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Facility Credit Agreement Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-in- process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Credit Agreement Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Credit Agreement Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto)Claimholders, to enter upon any real property of the Obligors and to use the Term Loan Priority Collateral (including equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Credit Agreement Collateral Agent in writing) has been removed from such real property or the Term Loan Priority Collateral (such period, the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Revolving Facility Collateral Security Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Cash Dominion PeriodEvent, as such term is defined in the ABL Revolving Facility Credit Agreement, as originally in effect from time to timeeffect), enforcement, collection or execution with respect to the ABL Revolving Facility Priority First Lien Collateral (“ABL Revolving Facility Priority First Lien Collateral Enforcement Actions”) or if the Directing Term Loan Collateral Security Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority First Lien Collateral and the Directing Term Loan Collateral Security Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of the Term Loan Collateral Security Agent’s Liens) takes actual or constructive possession of Term Loan Priority First Lien Collateral of any Grantor (“Term Loan Priority First Lien Collateral Enforcement Actions”), then the Term Loan Secured Parties and the Term Loan Collateral Security Agent shall (subject to, in the case of any Term Loan Priority First Lien Collateral Enforcement Action, a prior written request by the ABL Revolving Facility Collateral Security Agent to the Directing Term Loan Collateral Security Agent (the “Term Loan Priority First Lien Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Revolving Facility Collateral Security Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Revolving Facility Priority First Lien Collateral Enforcement Actions in the ABL Revolving Facility Priority First Lien Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Revolving Facility Priority First Lien Collateral, (y) not hinder or restrict in any respect the ABL Revolving Facility Collateral Security Agent from conducting ABL Revolving Facility Priority First Lien Collateral Enforcement Actions in the ABL Revolving Facility Priority First Lien Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Revolving Facility Priority First Lien Collateral, and (z) permit the ABL Revolving Facility Collateral Security Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Revolving Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto), to enter upon and use the Term Loan Priority First Lien Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Revolving Facility Priority First Lien Collateral Enforcement Action or the date of delivery of the Term Loan Priority First Lien Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Revolving Facility Priority First Lien Collateral (other than ABL Revolving Facility Priority First Lien Collateral abandoned by the ABL Revolving Facility Collateral Security Agent in writing) has been removed from the Term Loan Priority First Lien Collateral (such period, the “ABL Revolving Facility Priority First Lien Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (a) (i) If the ABL Facility Collateral Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or if either of the Directing Term Loan Collateral First-Lien Security Agent or the Second-Lien Security Agent commences any action or proceeding with respect to any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the Directing First-Lien Security Agent or the Second-Lien Term Loan Collateral Agent Security Agent, as the case may be (or a purchaser at a foreclosure sale conducted in foreclosure of any First-Lien Security Agent’s Liens of or the Term Loan Collateral Second-Lien Security Agent’s Liens) takes actual or constructive possession of Term Loan Priority Collateral of any Grantor (“Term Loan Priority Collateral Enforcement Actions”), then the Term Loan First-Lien Secured Parties and the Term Loan Collateral Agent First-Lien Security Agent, or the Second-Lien Secured Parties and the Second-Lien Security Agent, as the case may be, shall (subject to, in the case of any Term Loan Priority Collateral Enforcement Action, a prior written request by the ABL Facility Collateral Agent to the Directing Term Loan Collateral First-Lien Security Agent or the Second-Lien Security Agent, as the case may be, (the “Term Loan Priority Collateral Enforcement Action Notice”), and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, and (z) permit the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto), to enter upon and use the Term Loan Priority Collateral (including including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 120 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan Priority Collateral (such period, the “ABL Facility Priority Collateral Processing and Sale Period”), for purposes of:

Access to Property to Process and Sell Inventory. (i) In addition to the rights granted to the ABL Agent under clauses (a) and (ib) If of this Section 5.07, (A) if the ABL Facility Collateral Agent commences any action or proceeding with respect to exercises any of its rights or remedies (including, but not limited to, any action of foreclosure but excluding any exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Facility Credit Agreement, as in effect from time to timeforeclosure), enforcement, collection or execution with respect to the ABL Facility Priority Collateral (“ABL Facility Priority Collateral Enforcement Actions”) or (B) if the Directing Designated Term Loan Collateral Agent commences Representative or any action or proceeding with respect to other Term Representative exercises any of its rights or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral and the Directing Designated Term Loan Collateral Agent Representative or any other Term Representative (or a purchaser (a “Third Party Purchaser”) at a foreclosure sale conducted in foreclosure connection with the enforcement of any Liens of the Term Loan Collateral AgentRepresentatives’ Liens) takes actual or constructive possession of Term Loan Priority Collateral of any Grantor (“Term Loan Priority Collateral Enforcement Actions”), then (a) (x) if the Term Loan Secured Parties and the Term Loan Collateral ABL Agent shall (subject to, in the case of any Term Loan has commenced an ABL Priority Collateral Enforcement Action, a prior written request by the ABL Facility Agent shall furnish the Term Representatives with prompt written notice of the commencement of such action and (y) if the Designated Term Representative or any other Term Representative has commenced a Term Priority Collateral Enforcement Action, the Designated Term Representative shall furnish the ABL Agent to with prompt written notice of the Directing Term Loan Collateral Agent commencement of such action (the “Term Loan Priority Collateral Enforcement Action Notice”)) and (b) in all cases, and to the rights of any landlords under any real estate leases and to the limitations set forth in any applicable Term Loan Documents) Representatives shall (x) provide reasonable cooperation to cooperate with the ABL Facility Collateral Agent (and with its officers, employees, representatives and agents) in connection with its efforts to conduct ABL Facility Priority Collateral Enforcement Actions in with respect to the ABL Facility Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Facility Priority Collateral, (y) not hinder or restrict in any respect the ABL Facility Collateral Agent from conducting ABL Facility Priority Collateral Enforcement Actions in with respect to the ABL Facility Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Facility Priority Collateral, Collateral and (z) permit (and require, as a condition to the sale of any Term Priority Collateral to any Third Party Purchaser, that such Third Party Purchaser agree to permit) the ABL Facility Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Facility Secured Parties (but with the Grantors’ reimbursement and indemnity obligation with respect thereto)Parties, to enter upon and use the Term Loan Priority Collateral (including including, without limitation, fee and leased real estate, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the earlier of the date of the initial ABL Facility Priority Collateral Enforcement Action or the date of delivery furnishing to the ABL Agent of the Term Loan Priority Collateral Enforcement Action Notice, as the case may be, be and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which all ABL Facility Priority Collateral (other than ABL Facility Priority Collateral abandoned by the ABL Facility Collateral Agent in writing) has been removed from the Term Loan Priority Collateral sold or disposed of (such period, as the same may be extended with the written consent of each Term Representative, the “ABL Facility Priority Collateral Processing and Sale Period”); provided, however, that nothing contained in this Agreement shall restrict the rights of the Term Representatives from selling, assigning or otherwise transferring any Term Priority Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale Period if the purchaser, assignee or transferee thereof agrees in writing (for purposes of:the benefit of the ABL Agent and the ABL Secured Parties) to be bound by the provisions of this Section 5.07. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order.