Common use of Collateral Access Rights Clause in Contracts

Collateral Access Rights. (a) If any Fixed Asset Collateral Agent, or any agent or representative of any Fixed Asset Collateral Agent, shall, after any Fixed Asset Default, obtain possession or physical control of any of the Fixed Asset Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Priority Collateral located thereon or any Fixed Asset Collateral Agent shall sell or otherwise dispose of any Fixed Asset Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Priority Collateral located thereon to any third party (each a “Third Party Purchaser”), such Fixed Asset Collateral Agent shall promptly notify the Designated ABL Collateral Agent in writing of that fact, and the Designated ABL Collateral Agent shall within 10 Business Days (or such longer period as may be agreed by such Fixed Asset Collateral Agent in its sole discretion) thereafter, notify such Fixed Asset Collateral Agent in writing as to whether the Designated ABL Collateral Agent desires to exercise access rights under this Section 3.3. In addition, if any ABL Collateral Agent, or any agent or representative of the ABL Collateral Agent, shall obtain possession or physical control of any of the Fixed Asset Priority Collateral, following the delivery to the Designated Fixed Asset Collateral Agent of an Enforcement Notice with respect to the Disposition of any ABL Priority Collateral, then such ABL Collateral Agent shall within 10 Business Days (or such longer period as may be agreed by such Fixed Asset Collateral Agent in its sole discretion) notify the Designated Fixed Asset Collateral Agent in writing that such ABL Collateral Agent is exercising its access rights under this Agreement and its rights under Section 3.4 in respect of such ABL Priority Collateral. Upon delivery of such notice of exercise of access rights by the applicable ABL Collateral Agent to the Designated Fixed Asset Collateral Agent, the parties shall confer in good faith to coordinate with respect to the applicable ABL Collateral Agent’s exercise of such access rights. Consistent with the definition of “Access Period”, access rights may apply to differing portions of the Fixed Asset Priority Collateral at differing times, in which case, a differing Access Period will apply to each such portion.

Collateral Access Rights. (a) If any Fixed Asset Collateral Agent, or any agent or representative of any Fixed Asset Collateral Agent, shall, after any Fixed Asset Default, obtain possession or physical control of any of the Fixed Asset Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Priority Collateral located thereon or any Fixed Asset Collateral Agent shall sell or otherwise dispose of any Fixed Asset Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Priority Collateral located thereon to any third party (each a “Third Party Purchaser”), such Fixed Asset Collateral Agent shall promptly notify the Designated ABL Collateral Agent in writing of that fact, and the Designated ABL Collateral Agent shall within 10 ten (10) Business Days (or such longer period as may be agreed by such Fixed Asset Collateral Agent in its sole discretion) thereafter, notify such Fixed Asset Collateral Agent in writing as to whether the Designated ABL Collateral Agent desires to exercise access rights under this Section 3.3. In addition, if any ABL Collateral Agent, or any agent or representative of the ABL Collateral Agent, shall obtain possession or physical control of any of the Fixed Asset Priority Collateral, following the delivery to the Designated Fixed Asset Collateral Agent of an Enforcement Notice with respect to the Disposition of any ABL Priority Collateral, then such ABL Collateral Agent shall within 10 ten (10) Business Days (or such longer period as may be agreed by such Fixed Asset Collateral Agent in its sole discretion) notify the Designated Fixed Asset Collateral Agent in writing that such ABL Collateral Agent is exercising its access rights under this Agreement and its rights under Section 3.4 in respect of such ABL Priority Collateral. Upon delivery of such notice of exercise of access rights by the applicable ABL Collateral Agent to the Designated Fixed Asset Collateral Agent, the parties shall confer in good faith to coordinate with respect to the applicable ABL Collateral Agent’s exercise of such access rights. Consistent with the definition of “Access Period”, access rights may apply to differing portions of the Fixed Asset Priority Collateral at differing times, in which case, a differing Access Period will apply to each such portion.

Collateral Access Rights. (a) If any Fixed Asset Collateral (A) Note Security Agent, or any agent or representative of any Fixed Asset Collateral Note Security Agent, shall, after any Fixed Asset Note Default, obtain possession or physical control of any of the Fixed Asset Note Priority Collateral consisting of (x) any Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Note Priority Collateral located thereon or any Fixed Asset Collateral (y) Equipment, or (B) Note Security Agent shall sell or otherwise dispose of any Fixed Asset Note Priority Collateral consisting of (x) any Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Note Priority Collateral located thereon or (y) Equipment to any third party (each a “Third Party Purchaser”), such Fixed Asset Collateral Note Security Agent shall promptly notify the Designated ABL Collateral Agent in writing of that fact, and the Designated ABL Collateral Agent shall within 10 Business Days (or such longer period as may be agreed by such Fixed Asset Collateral Note Security Agent in its sole discretion) thereafter, notify such Fixed Asset Collateral Note Security Agent in writing as to whether the Designated ABL Collateral Agent desires to exercise access rights under this Section 3.3. In addition, if any ABL Collateral Agent, or any agent or representative of the ABL Collateral Agent, shall obtain possession or physical control of any of the Fixed Asset Note Priority Collateral, following the delivery to the Designated Fixed Asset Collateral Note Security Agent of an Enforcement Notice with respect to the Disposition of any ABL Priority Collateral, then such ABL Collateral Agent shall within 10 Business Days (or such longer period as may be agreed by such Fixed Asset Collateral Note Security Agent in its sole discretion) notify the Designated Fixed Asset Collateral Note Security Agent in writing that such ABL Collateral Agent is exercising its access rights under this Agreement and its rights under Section 3.4 in respect of such ABL Priority Collateral. Upon delivery of such notice of exercise of access rights by the applicable ABL Collateral Agent to the Designated Fixed Asset Collateral Note Security Agent, the parties shall confer in good faith to coordinate with respect to the applicable ABL Collateral Agent’s exercise of such access rights. Consistent with the definition of “Access Period”, access rights may apply to differing portions of the Fixed Asset Note Priority Collateral at differing times, in which case, a differing Access Period will apply to each such portion.

Collateral Access Rights. (a) If any Fixed Asset Collateral Agent, or any agent or representative of any Fixed Asset Collateral Agent, shall, after any Fixed Asset Default, obtain possession or physical control of any of the Fixed Asset Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Priority Collateral located thereon thereon, any Fixed Asset Priority Collateral consisting of Equipment (including fixtures) or any Fracturing Equipment or any Fixed Asset Collateral Agent shall determine to sell or otherwise dispose of or shall have sold or otherwise disposed of any Fixed Asset Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Priority Collateral located thereon thereon, any Fixed Asset Priority Collateral consisting of Equipment (including fixtures) or any Fracturing Equipment to any third party (each a “Third Party Purchaser”), such Fixed Asset Collateral Agent shall promptly notify the Designated each ABL Collateral Agent in writing of that fact, and the Designated such ABL Collateral Agent shall within 10 ten (10) Business Days (or such longer period as may be agreed by such Fixed Asset Collateral Agent in its sole discretion) thereafter, notify such Fixed Asset Collateral Agent in writing as to whether the Designated such ABL Collateral Agent desires to exercise access rights under this Section 3.3. In addition, if any such ABL Collateral Agent, or any agent or representative of the such ABL Collateral Agent, shall obtain possession or physical control of any of the Fixed Asset Priority Collateral, following the delivery to the Designated Fixed Asset Collateral Agent of an Enforcement Notice with respect to the Disposition of any ABL Priority Collateral, then such ABL Collateral Agent shall within 10 ten (10) Business Days (or such longer period as may be agreed by such Fixed Asset Collateral Agent in its sole discretion) notify the Designated Fixed Asset Collateral Agent in writing that such ABL Collateral Agent is exercising its access rights under this Agreement and its rights under Section 3.4 in respect of such ABL Fixed Asset Priority Collateral. Upon delivery of such notice of exercise of access rights by the applicable ABL Collateral Agent to the Designated Fixed Asset Collateral Agent, the parties shall confer in good faith to coordinate with respect to the applicable ABL Collateral Agent’s exercise of such access rights. Consistent with the definition of “Access Period”, access rights may apply to differing portions of the Fixed Asset Priority Collateral at differing times, in which case, a differing Access Period will apply to each such portion.

Collateral Access Rights. (a) If any Fixed Asset Collateral the Term Agent, or any agent or representative of any Fixed Asset Collateral the Term Agent, shall, after any Fixed Asset Term Default, obtain possession or physical control of any of the Fixed Asset Term Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Term Priority Collateral located thereon or any Fixed Asset Collateral the Term Agent shall sell or otherwise dispose of any Fixed Asset Term Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Term Priority Collateral located thereon to any third party (each a “Third Party Purchaser”), such Fixed Asset Collateral the Term Agent shall promptly notify the Designated ABL Collateral Agent in writing of that fact, and the Designated ABL Collateral Agent shall within 10 Business Days (or such longer period as may be agreed by such Fixed Asset Collateral the Term Agent in its sole discretion) thereafter, notify such Fixed Asset Collateral the Term Agent in writing as to whether the Designated ABL Collateral Agent desires to exercise access rights under this Section 3.3. In addition, if any the ABL Collateral Agent, or any agent or representative of the ABL Collateral Agent, shall obtain possession or physical control of any of the Fixed Asset Term Priority Collateral, following the delivery to the Designated Fixed Asset Collateral Term Agent of an Enforcement Notice with respect to the Disposition of any ABL Priority Collateral, then such the ABL Collateral Agent shall within 10 Business Days (or such longer period as may be agreed by such Fixed Asset Collateral the Term Agent in its sole discretion) notify the Designated Fixed Asset Collateral Term Agent in writing that such ABL Collateral Agent is exercising its access rights under this Agreement and its rights under Section 3.4 in respect of such ABL Priority Collateral. Upon delivery of such notice of exercise of access rights by the applicable ABL Collateral Agent to the Designated Fixed Asset Collateral Term Agent, the parties shall confer in good faith to coordinate with respect to the applicable ABL Collateral Agent’s exercise of such access rights. Consistent with the definition of “Access Period”, access rights may apply to differing portions of the Fixed Asset Term Priority Collateral at differing times, in which case, a differing Access Period will apply to each such portion.

Collateral Access Rights. (a) If The ABL Agent and each Notes Agent agree not to commence Enforcement until an Enforcement Notice has been given to each of the other Agents. Subject to the provisions of Sections 3.1 and 3.2, any Fixed Asset Collateral Agent may join in any judicial proceedings commenced by another Agent to enforce Liens on the Collateral, provided that no Agent, nor the other ABL Claimholders or the other Notes Claimholders, as applicable, shall interfere with the Enforcement actions of another Agent with respect to Collateral in which such party has the priority Lien in accordance with Section 2.1 and Section 2.2. If either the ABL Agent or the First-Lien Notes Agent (in any agent case as described in this sentence, an “Access Agent”) becomes a party to a landlord waiver or representative of bailee’s letter or similar agreement (“Access Agreement”) with respect to any Fixed Asset Collateral Agent, shall, after any Fixed Asset Default, obtain possession or physical control of any assets of the Fixed Asset Priority Collateral consisting of Real Estate Asset that Parent or its Subsidiaries, but the other Agent (“Non-Access Agent”) is not a Mortgaged Premises party to such Access Agreement or any other Fixed Asset Priority Collateral located thereon or any Fixed Asset Collateral Agent shall sell or otherwise dispose of any Fixed Asset Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Priority Collateral located thereon similar Access Agreement with respect to any third party (each a “Third Party Purchaser”)such assets, such Fixed Asset Collateral then the Access Agent shall promptly notify the Designated ABL Collateral Non-Access Agent in writing of that factfact and, and notwithstanding the Designated ABL Collateral rights conferred on the Access Agent under such Access Agreement, the Access Agent shall within 10 Business Days only exercise rights under such Access Agreement with respect to (i) ABL Priority Collateral if the Access Agent in respect of the respective subject Access Agreement is the ABL Agent or such longer period as may be agreed by such Fixed Asset (ii) Notes Priority Collateral if the Access Agent in respect of the respective subject Access Agreement is the First-Lien Notes Agent; provided that (A) at the request of the Non-Access Agent, the Access Agent may, in its sole discretion) thereafter, notify such Fixed Asset Collateral Agent in writing as to whether the Designated ABL Collateral Agent desires to exercise access rights under this Section 3.3. In addition, if any ABL Collateral Agent, or any agent or representative of the ABL Collateral Agent, shall obtain possession or physical control of any of the Fixed Asset Priority Collateral, following the delivery to the Designated Fixed Asset Collateral Agent of an Enforcement Notice such Access Agreement with respect to the Disposition priority Collateral of any the Non-Access Agent; and (B) the foregoing terms of this sentence shall apply to and bind each successive Higher Priority Agent that is an Access Agent in relation to the ABL Priority Collateral, then Collateral or Notes Priority Collateral respectively as if such ABL Collateral Agent shall within 10 Business Days (or such longer period were named in the preceding terms of this sentence as may be agreed by such Fixed Asset Collateral Agent applicable until Discharge of all Higher Priority Obligations in its sole discretion) notify the Designated Fixed Asset Collateral Agent in writing that such ABL Collateral Agent is exercising its access rights under this Agreement and its rights under Section 3.4 in respect of such ABL Priority Collateral. Upon delivery of such notice of exercise of access rights by the applicable ABL Collateral Agent to the Designated Fixed Asset Collateral Agent, the parties shall confer in good faith to coordinate with respect relation to the applicable ABL Priority Collateral Agent’s exercise or Notes Priority Collateral respectively covered by the above-described terms of such access rights. Consistent under any particular Access Agreement so as to effectuate compliance and consistency with the definition intent of “Access Period”, access rights may apply to differing portions preceding terms of the Fixed Asset Priority Collateral at differing times, in which case, a differing Access Period will apply to each such portionthis sentence.

Collateral Access Rights. (a) If The ABL Agent and each Notes Agent agree not to commence Enforcement until an Enforcement Notice has been given to each of the other Agents. Subject to the provisions of Sections 3.1 and 3.2, any Fixed Asset Collateral Agent may join in any judicial proceedings commenced by another Agent to enforce Liens on the Collateral, provided that no Agent, nor the other ABL Claimholders or the other Notes Claimholders, as applicable, shall interfere with the Enforcement actions of another Agent with respect to Collateral in which such party has the priority Lien in accordance with Section 2.1 and Section 2.2. If either the ABL Agent or any agent Notes Agent (in any case as described in this sentence, an “Access Agent”) becomes a party to a landlord waiver or representative of bailee’s letter or similar agreement (“Access Agreement”) with respect to any Fixed Asset Collateral Agent, shall, after any Fixed Asset Default, obtain possession or physical control of any assets of the Fixed Asset Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises Parent or its Subsidiaries, but any other Fixed Asset Priority Collateral located thereon or any Fixed Asset Collateral Agent shall sell or otherwise dispose of any Fixed Asset Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Priority Collateral located thereon to any third party (each each, a “Third Party PurchaserNon-Access Agent”)) is not a party to such Access Agreement or a similar Access Agreement with respect to such assets, such Fixed Asset Collateral then the Access Agent shall promptly notify the Designated ABL Collateral each Non-Access Agent in writing of that factfact and, and notwithstanding the Designated ABL Collateral rights conferred on the Access Agent under such Access Agreement, the Access Agent shall within 10 Business Days only exercise rights under such Access Agreement with respect to (i) ABL Priority Collateral if the Access Agent in respect of the respective subject Access Agreement is the ABL Agent, or such longer period as may be agreed by such Fixed Asset (ii) Notes Priority Collateral if the Access Agent in respect of the respective subject Access Agreement is the Term Loan Agent; provided that (A) at the request of any Non-Access Agent, the Access Agent may, in its sole discretion) thereafter, notify such Fixed Asset Collateral Agent in writing as to whether the Designated ABL Collateral Agent desires to exercise access rights under this Section 3.3. In addition, if any ABL Collateral Agent, or any agent or representative of the ABL Collateral Agent, shall obtain possession or physical control of any of the Fixed Asset Priority Collateral, following the delivery to the Designated Fixed Asset Collateral Agent of an Enforcement Notice such Access Agreement with respect to the Disposition priority Collateral of any such Non-Access Agent; and (B) the foregoing terms of this sentence shall apply to and bind each successive Higher Priority Agent that is an Access Agent in relation to the ABL Priority Collateral, then or Notes Priority Collateral respectively as if such ABL Collateral Agent shall within 10 Business Days (or such longer period were named in the preceding terms of this sentence as may be agreed by such Fixed Asset Collateral Agent applicable until Discharge of all Higher Priority Obligations in its sole discretion) notify the Designated Fixed Asset Collateral Agent in writing that such ABL Collateral Agent is exercising its access rights under this Agreement and its rights under Section 3.4 in respect of such ABL Priority Collateral. Upon delivery of such notice of exercise of access rights by the applicable ABL Collateral Agent to the Designated Fixed Asset Collateral Agent, the parties shall confer in good faith to coordinate with respect relation to the applicable ABL Priority Collateral Agent’s exercise or Notes Priority Collateral respectively covered by the above-described terms of such access rights. Consistent under any particular Access Agreement so as to effectuate compliance and consistency with the definition intent of “Access Period”, access rights may apply to differing portions preceding terms of the Fixed Asset Priority Collateral at differing times, in which case, a differing Access Period will apply to each such portionthis sentence.

Collateral Access Rights. (a) If any Fixed Asset Collateral Agent, or any agent or representative of any Fixed Asset Collateral Agent, shall, after any Fixed Asset Default, shall obtain possession or physical control of any of the Fixed Asset Priority Collateral consisting of a Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Priority Collateral Equipment located thereon or any Fixed Asset Collateral Agent shall sell or otherwise dispose of any Fixed Asset Priority Collateral consisting of a Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Priority Collateral Equipment located thereon to any third party (each a “Third Party Purchaser”), such Fixed Asset Collateral Agent shall promptly notify the Designated ABL Collateral Agent in writing of that fact, and the Designated ABL Collateral Agent shall within 10 ten (10) Business Days (or such longer period as may be agreed by such Fixed Asset Collateral Agent in its sole discretion) thereafter, notify such Fixed Asset Collateral Agent in writing as to whether the Designated ABL Collateral Agent desires to exercise access rights under this Section 3.3. In addition, if any ABL Collateral Agent, or any agent or representative of the ABL Collateral Agent, shall obtain possession or physical control of any of the Fixed Asset Priority Collateral, following the delivery to the Designated Fixed Asset Collateral Agent of an Enforcement Notice with respect to the Disposition of any ABL Priority Collateral, then such ABL Collateral Agent shall within 10 Business Days (or such longer period as may be agreed by such Fixed Asset Collateral Agent in its sole discretion) promptly notify the Designated Fixed Asset Collateral Agent in writing that such ABL Collateral Agent is exercising its access rights under this Agreement and its rights under Section 3.4 in respect of such ABL Priority Collateral. Upon delivery of such notice of exercise of access rights by the applicable ABL Collateral Agent to the Designated Fixed Asset Collateral Agent, the parties shall confer in good faith to coordinate with respect to the applicable ABL Collateral Agent’s exercise of such access rights. Consistent with the definition of “Access Period”, access rights may apply to differing portions of the Fixed Asset Priority Collateral at differing times, in which case, a differing Access Period will apply to each such portion. The Designated ABL Collateral Agent agrees to provide the Designated Fixed Asset Collateral Agent with prompt notice (in any event, not to exceed five (5) Business Days) after the sale, collection or liquidation of all of the ABL Priority Collateral on such Fixed Asset Priority Collateral consisting of Real Estate or Equipment located thereon with respect to any location and to thereupon relinquish control thereof to such Fixed Asset Collateral Agent or its designee.

Collateral Access Rights. (a) If any Fixed Asset Collateral the Term Agent, or any agent or representative of any Fixed Asset Collateral the Term Agent, shall, after any Fixed Asset Term Default, obtain possession or physical control of any of the Fixed Asset Term Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Term Priority Collateral located thereon or any Fixed Asset Collateral the Term Agent shall sell or otherwise dispose of any Fixed Asset Term Priority Collateral consisting of Real Estate Asset that is a Mortgaged Premises or any other Fixed Asset Term Priority Collateral located thereon to any third party (each a “Third Party Purchaser”), such Fixed Asset Collateral the Term Agent shall promptly notify the Designated ABL Collateral Agent in writing of that fact, and the Designated ABL Collateral Agent shall within 10 Business Days (or such longer period as may be agreed by such Fixed Asset Collateral the Term Agent in its sole discretion) thereafter, notify such Fixed Asset Collateral the Term Agent in writing as to whether the Designated ABL Collateral Agent desires to exercise access rights under this Section 3.3. In addition, if any the ABL Collateral Agent, or any agent or representative of the ABL Collateral Agent, shall obtain possession or physical control of any of the Fixed Asset Term Priority Collateral, following the delivery to the Designated Fixed Asset Collateral Term Agent of an Enforcement Notice with respect to the Disposition of any ABL Priority Collateral, then such the ABL Collateral Agent shall within 10 Business Days (or such longer period as may be agreed by such Fixed Asset Collateral the Term Agent in its sole discretion) notify the Designated Fixed Asset Collateral Term Agent in writing that such ABL Collateral Agent is exercising its access rights under this Agreement and its rights under Section 3.4 in respect of such ABL Priority Collateral. Upon delivery of such notice of exercise of access rights by the applicable ABL Collateral Agent to the Designated Fixed Asset Collateral Term Agent, the parties shall confer in good faith to coordinate with respect to the applicable ABL Collateral Agent’s exercise of such access rights. Consistent with the definition of “Access Period”, access rights may apply to differing portions of the Fixed Asset Term Priority Collateral at differing times, in which case, a differing Access Period will apply to each such portion.