Common use of Cooperation; Sharing of Information and Access Clause in Contracts

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Representative hereby irrevocably grants the Term Loan Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan Representative and Term Loan Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan Priority Collateral in accordance with the terms and conditions of the Term Loan Security Documents and the other Term Loan Documents. The ABL Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan Representative’s rights as set forth in this Section 3.4.

Cooperation; Sharing of Information and Access. (a) (i) The Term Loan RepresentativeAdministrative Agent, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative Revolving Lender shall reasonably request in connection with the exercise by the ABL Revolving Credit Secured Parties of their rights set forth herein in respect of the ABL Revolving Credit Priority Collateral. ; and (ii) The ABL Representative, on behalf of itself and the other ABL Secured Parties, Revolving Lender agrees that each of them it shall take such actions as the Term Loan Representative Administrative Agent shall reasonably request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (bi) In the event that the ABL Representative Revolving Lender shall, in the exercise of its rights under the ABL Revolving Credit Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to any of the Term Loan Priority Collateral, the ABL Representative Revolving Lender shall promptly notify the Term Loan Representative Administrative Agent of such fact and, upon request from the Term Loan Representative Administrative Agent and as promptly as practicable thereafterthereafter (subject to any confidentiality provisions in the Revolving Credit Documents), either make available to the Term Loan Representative Administrative Agent such books and Records for inspection and duplication or provide to the Term Loan Representative Administrative Agent copies thereof. In ; (ii) in the event that the Term Loan Representative Administrative Agent shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records Records of any Loan Party which contain information identifying or pertaining to any of the ABL Revolving Credit Priority Collateral, the Term Loan Representative Administrative Agent shall promptly notify the ABL Representative Agent Revolving Lender of such fact and, upon request from the ABL Representative Revolving Lender and as promptly as practicable thereafterthereafter (subject to any confidentiality provisions in the Term Loan Documents), either make available to the ABL Representative Revolving Lender such books and records Records for inspection and duplication or provide the ABL Representative Revolving Lender copies thereof. The ABL Representative . (i) To the extent that the Term Loan Administrative Agent acquires ownership of any Intellectual Property that constitutes Term Loan Priority Collateral, the Term Loan Administrative Agent, on behalf of itself and the other Term Loan Secured Parties, hereby irrevocably grants the Term Loan Representative Revolving Lender a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL RepresentativeTerm Loan Administrative Agent’s and the other Term Loan Secured Parties’ interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan Representative Revolving Lender and Term Loan Revolving Credit Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan Revolving Credit Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan Revolving Credit Priority Collateral in accordance with the terms and conditions of the Term Loan Revolving Credit Security Documents and the other Revolving Credit Documents and (ii) prior to acquiring any such ownership, the Term Loan DocumentsAdministrative Agent shall take no action to interfere with the use by the Revolving Lender and the Revolving Credit Secured Parties of any license in Intellectual Property acquired by the Revolving Credit Secured Parties from any Loan Party to take any of the actions contemplated by clause (a) of this sentence. The ABL Representative Until the Revolving Credit Obligations Payment Date, the Term Loan Administrative Agent agrees that any sale, transfer or other disposition by or at the direction of the Term Loan Administrative Agent of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan RepresentativeRevolving Lender’s rights as set forth in this Section 3.4. (d) If the Term Loan Administrative Agent, or any agent or representative of the Term Loan Administrative Agent, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Term Loan Priority Collateral constituting Real Property or any material Term Loan Priority Collateral constituting Equipment or Fixtures, the Term Loan Administrative Agent shall use its reasonable best efforts to promptly notify the Revolving Lender in writing of that fact, and the Revolving Lender shall, within thirty (30) Business Days thereafter, notify the Term Loan Administrative Agent in writing as to whether the Revolving Lender desires to exercise access rights under this Agreement. In addition, if the Revolving Lender, or any agent or representative of the Revolving Lender, or any receiver, shall obtain possession or physical control of any of the Term Loan Priority Collateral in connection with an Enforcement Action, then the Revolving Lender shall promptly notify the Term Loan Administrative Agent that the Revolving Lender is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the Revolving Lender to the Term Loan Administrative Agent, the parties shall confer in good faith to coordinate with respect to the Revolving Lender’s exercise of such access rights, with such access rights to apply to any parcel or item of Term Loan Priority Collateral access to which is reasonably necessary to enable the Revolving Lender during normal business hours: (i) to convert Revolving Credit Priority Collateral consisting of raw materials and work-in-process into saleable finished goods; (ii) to complete any service or project required for the practical realization of the benefits of the Revolving Credit Priority Collateral; (iii) to transport such Revolving Credit Priority Collateral to a point where such conversion can occur; (iv) to otherwise prepare Revolving Credit Priority Collateral for sale; and/or (v) to arrange or effect the sale of Revolving Credit Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Term Loan Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items (provided that different Access Periods shall not apply to different items located on a single parcel). During any pertinent Access Period, the Revolving Lender and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item of Term Loan Priority Collateral for the purposes described above. The Revolving Lender shall take proper and reasonable care under the circumstances of any Term Loan Priority Collateral that is used by the Revolving Lender during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the Revolving Lender or its agents, representatives or designees and the Revolving Lender shall comply with all applicable laws and any applicable lease in all material respects in connection with its use or occupancy or possession of the Revolving Credit Priority Collateral and shall conform in such use to customary industry practices with respect to the use and maintenance thereof, and, if requested by the Term Loan Administrative Agent, the Revolving Lender shall provide to the Term Loan Administrative Agent evidence of liability insurance held by the Revolving Lender (or by its agents, a receiver or other designee acting on its behalf) and no moveable item of Term Loan Priority Collateral may be removed from the premises at which such equipment was theretofore located without the prior written consent of the Term Loan Administrative Agent. The Revolving Lender will not be liable for any diminution in the value of Term Loan Priority Collateral caused by the absence of the Revolving Credit Priority Collateral therefrom. The Revolving Lender and the Term Loan Administrative Agent shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Loan Administrative Agent to show the Term Loan Priority Collateral to prospective purchasers and to ready the Term Loan Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the Revolving Lender from exercising any of its rights hereunder, then the Access Period granted to the Revolving Lender under this Section 3.4 shall be stayed during the period of such prohibition (so long as the Revolving Lender is using commercially reasonable efforts to lift any such order, injunction, stay or operation of law, unless it is a stay issued in an Insolvency Proceeding, in which case Revolving Lender is not required to attempt to lift such stay) and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Term Loan Administrative Agent shall not foreclose or otherwise sell, remove or dispose of any of the Term Loan Priority Collateral during the Access Period with respect to such Collateral if such Collateral is reasonably necessary to enable the Revolving Lender to convert, transport or arrange to sell the Revolving Credit Priority Collateral as described above.

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Working Capital Representative shall reasonably request in connection with the exercise by the ABL Working Capital Secured Parties of their rights set forth herein in respect of the ABL Working Capital Priority Collateral. The ABL Working Capital Representative, on behalf of itself and the other ABL Working Capital Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall reasonably request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Working Capital Representative shall, in the exercise of its rights under the ABL Working Capital Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Working Capital Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records Records of any Loan Party which contain information identifying or pertaining to any of the ABL Working Capital Priority Collateral, the Term Loan Representative shall promptly notify the ABL Working Capital Representative Agent of such fact and, upon request from the ABL Working Capital Representative and as promptly as practicable thereafter, either make available to the ABL Working Capital Representative such books and records Records for inspection and duplication or provide the ABL Working Capital Representative copies thereof. The ABL Representative hereby irrevocably grants the Term Loan Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan Representative and Term Loan Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan Priority Collateral in accordance with the terms and conditions of the Term Loan Security Documents and the other Term Loan Documents. The ABL Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan Representative’s rights as set forth in this Section 3.4.

Cooperation; Sharing of Information and Access. (a) The Term Loan Note Representative, on behalf of itself and the other Term Loan Note Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Note Representative shall request in connection with the exercise by the Term Loan Note Secured Parties of their rights set forth herein in respect of the Term Loan Note Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Note Priority Collateral, the ABL Representative shall promptly notify the Term Loan Note Representative of such fact and, upon request from the Term Loan Note Representative and as promptly as practicable thereafter, either make available to the Term Loan Note Representative such books and Records for inspection and duplication or provide to the Term Loan Note Representative copies thereof. In the event that the Term Loan a Note Representative shall, in the exercise of its rights under the Term Loan Note Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Note Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Note Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Note Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative and Term Loan ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The ABL Note Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this Section 3.4. (c) If the Note Representative, or any agent or representative thereof, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Note Priority Collateral, the Note Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Note Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Note Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Note Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Note Representative, the ABL Representative and Note Representative shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Note Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Note Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item the Note Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any Note Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the Note Representative and the Note Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Note Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Note Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Note Representative to show the Note Priority Collateral to prospective purchasers and to ready the Note Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Note Representative shall not foreclose or otherwise sell, remove or dispose of any of the Note Priority Collateral during the Access Period with respect to such Collateral if the ABL Representative (acting in good faith) informs the Note Representative in writing that such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above.

Cooperation; Sharing of Information and Access. (a) The Term Loan RepresentativeNote Purchaser, on behalf of itself and the other Term Loan Debt Secured Parties, agrees that each of them shall take such actions as the ABL Representative Agent shall request in writing in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL RepresentativeAgent, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative Note Purchaser shall request in writing in connection with the exercise by the Term Loan Debt Secured Parties of their rights set forth herein in respect of the Term Loan Debt Priority Collateral. (b) In the event that the ABL Representative Agent shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party Grantor which contain information identifying or pertaining to any of the Term Loan Debt Priority Collateral, the ABL Representative Agent shall promptly notify the Term Loan Representative Note Purchaser of such fact and, upon request from the Term Loan Representative Note Purchaser and as promptly as practicable thereafter, either make available to the Term Loan Representative Note Purchaser such books and Records for inspection and duplication or provide to the Term Loan Representative Note Purchaser copies thereof. In the event that the Term Loan Representative Note Purchaser shall, in the exercise of its rights under the Term Loan Debt Security Documents or otherwise, receive possession or control of any books and records Records of any Loan Party Grantor which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative Note Purchaser shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative Agent and as promptly as practicable thereafter, either make available to the ABL Representative Agent such books and records Records for inspection and duplication or provide the ABL Representative Agent copies thereof. The ABL Representative Term Note Purchaser hereby irrevocably grants the Term Loan Representative Agent a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL RepresentativeTerm Note Purchaser’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property intellectual property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties Grantors in order for Term Loan Representative Agent and Term Loan ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the ABL Priority Collateral in connection with the liquidation, disposition or realization upon the ABL Priority Collateral in accordance with the terms and conditions of the ABL Security Documents and the other ABL Loan Documents. Until the ABL Debt Payment Date, the Term Loan Note Purchaser agrees that any sale, transfer or other disposition of any of the Grantors’ intellectual property (whether by foreclosure or otherwise) will be subject to the Agent’s rights as set forth in this Section 3.4(b). The ABL Lenders hereby irrevocably grants the Term Note Purchaser a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Lenders’ interest therein, exercisable without payment of royalty or other compensation, to use any of the intellectual property now or hereafter owned by, licensed to, or otherwise used by the Grantors in order for Term Note Purchaser to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Debt Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan Debt Priority Collateral in accordance with the terms and conditions of the Term Loan Debt Security Documents and the other Term Loan Debt Documents. The Until the Term Debt Payment Date, the ABL Representative agrees Lenders agree that any sale, transfer or other disposition of any of the Loan PartiesGrantors’ Intellectual Property intellectual property (whether by foreclosure or otherwise) will be subject to the Term Loan RepresentativeNote Purchaser’s rights as set forth in this Section 3.4.(b). If the Term Note Purchaser, or any agent or representative of the Term Note Purchaser, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the ABL Debt Priority Collateral, the Term Note Purchaser shall promptly notify the Agent in writing of that fact, and the Agent shall, within thirty (30) Business Days thereafter, notify the Term Note Purchaser in writing as to whether the Agent desires to exercise access rights under this Agreement. In addition, if the Agent, or any agent or representative of the Agent, or any receiver, shall obtain possession or physical control of any of the Term Debt Priority Collateral in connection with an Enforcement Action, then the Agent shall promptly notify the Term Note Purchaser that the Agent is exercising its access rights under this Agreement. Upon delivery of such notice by the Agent to the Term Note Purchaser, the parties shall confer in good faith to coordinate with respect to the Agent’s exercise of such access rights, with such access rights to apply to any parcel or item of Term Debt Priority Collateral access to which is reasonably necessary to enable the Agent during normal business hours: (i) to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods; (ii) to complete any service or project required for the practical realization of the benefits of the ABL Priority Collateral; (iii) to transport such ABL Priority Collateral to a point where such conversion can occur; (iv) to otherwise prepare ABL Priority Collateral for sale; and/or (v) to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business, and at Borrowers’ expense. (c) Consistent with the definition of Access Period, access rights will apply to differing parcels of real property and differing items (including, without limitation, equipment) constituting Term Debt Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel and items. During any pertinent Access Period, the Agent and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access at reasonable times to, and a rent-free right to use, the relevant parcel or item of Term Debt Priority Collateral for the purposes described above in Section 3.4(b). The Agent shall take proper and reasonable care under the circumstances of any Term Debt Priority Collateral that is used by the Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the Agent or its agents, representatives or designees and the Agent shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The Agent shall indemnify and hold harmless the Term Note Purchaser for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the Agent and the ABL Lenders will not be liable for any diminution in the value of Term Debt Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The Agent and the Term Note Purchaser shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Note Purchaser to show the Term Debt Priority Collateral to prospective purchasers and to ready the Term Debt Priority Collateral for sale. Consistent with the definition of the term Access Period, if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the Agent from exercising any of its rights hereunder, then the Access Period granted to the Agent under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. This Section 3.4 will not restrict the rights of the Term Note Purchaser to sell, assign or otherwise transfer the related Term Debt Priority Collateral prior to the expiration of any applicable Access Period if either (i) such Term Debt Priority Collateral is not reasonably necessary to enable the Agent to convert, transport or arrange to sell any associated ABL Priority Collateral as described above, or (ii) the purchaser, assignee or transferee thereof agrees to be bound by the access provisions of this Section 3.4.

Cooperation; Sharing of Information and Access. (a) The Term Loan Note and Specified Hedge Representative, on behalf of itself and the other Term Loan Note and Specified Hedge Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall reasonably request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority CollateralCollateral (at the sole cost and expense of the ABL Representative (but with the Loan Parties’ reimbursement and indemnity obligations with respect thereto as provided in the ABL Documents, which shall not be limited hereby)). The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Note and Specified Hedge Representative shall reasonably request in connection with the exercise by the Term Loan Note and Specified Hedge Secured Parties of their rights set forth herein in respect of the Term Note and Specified Hedge Collateral (at the sole cost and expense of the Note and Specified Hedge Representative (but with the Loan Priority CollateralParties’ reimbursement and indemnity obligations with respect thereto as provided in the Note and Specified Hedge Documents, which shall not be limited hereby)). (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Note and Specified Hedge Collateral, the ABL Representative shall promptly notify the Term Loan Note and Specified Hedge Representative of such fact and, upon request from the Term Loan Note and Specified Hedge Representative and as promptly as practicable thereafter, either make available to the Term Loan Note and Specified Hedge Representative such books and Records for inspection and duplication or provide to the Term Loan Note and Specified Hedge Representative copies thereof. In the event that the Term Loan a Note and Specified Hedge Representative shall, in the exercise of its rights under the Term Loan Note and Specified Hedge Security Documents or otherwise, receive possession or control of any books and records Records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Note and Specified Hedge Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records Records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Note and Specified Hedge Representative hereby irrevocably grants the Term Loan ABL Representative (or its designee) a non-exclusive worldwide license or right to use, to the maximum extent permitted by consistent with applicable law and law, to the extent of the ABL Note and Specified Hedge Representative’s interest thereintherein and reasonably requested by the ABL Representative, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative (or its designee) and Term Loan ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan Priority ABL Collateral in connection with the liquidation, disposition or realization upon the Term Loan Priority ABL Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The ABL Note and Specified Hedge Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this Section 3.4. (c) If the Note and Specified Hedge Representative, or any agent or representative thereof, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Note and Specified Hedge Collateral, the Note and Specified Hedge Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within 10 Business Days thereafter, notify the Note and Specified Hedge Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Note and Specified Hedge Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Note and Specified Hedge Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Note and Specified Hedge Representative, the ABL Representative and Note and Specified Hedge Representative shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Note and Specified Hedge Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Collateral consisting of raw materials or work-in-process into saleable finished goods and/or to transport such ABL Collateral to a point where such conversion can occur, to otherwise prepare ABL Collateral for sale and/or to arrange or effect the sale of ABL Collateral (including the conducting of auctions), all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Note and Specified Hedge Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, (i) the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item the Note and Specified Hedge Collateral for the purposes described above and (ii) the ABL Representative shall be obligated hereunder to reimburse the Note and Specified Hedge Representative for all operating costs of such Note and Specified Hedge Collateral incurred after the commencement of the relevant Access Period (it being understood that operating costs shall not include insurance) to the extent (x) incurred as a result of the exercise by the ABL Representative of its access rights and (y) actually paid by the Note and Specified Hedge Representative or the Note and Specified Hedge Secured Parties. The ABL Representative shall take proper and reasonable care under the circumstances of any Note and Specified Hedge Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees, and leave the Note and Specified Hedge Collateral in substantially the same condition as it was at the commencement of the occupancy, use or control by the ABL Representative or its agents, representatives or designees (ordinary wear-and-tear excepted) and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Collateral. The ABL Representative shall indemnify and hold harmless the Note and Specified Hedge Representative and the Note and Specified Hedge Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) and for any losses, claims, liabilities or expenses directly resulting from the occupancy, use or control by the ABL Representatives or its agents, representatives or designees or by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Note and Specified Hedge Collateral caused by the absence of the ABL Collateral therefrom. The ABL Representative and the Note and Specified Hedge Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Note and Specified Hedge Representative to show the Note and Specified Hedge Collateral to prospective purchasers and to ready the Note and Specified Hedge Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Note and Specified Hedge Representative shall not foreclose or otherwise sell, remove or dispose of any of the Note and Specified Hedge Collateral during the Access Period with respect to such Collateral if the ABL Representative (acting in good faith) informs the Note and Specified Hedge Representative in writing that such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Collateral as described above; provided, however, that nothing contained in this Agreement shall restrict the Note and Specified Hedge Representative from foreclosing or otherwise selling, removing, transferring or disposing of any Note and Specified Hedge Collateral prior to the expiration of the Access Period if the purchaser, assignee or transferee agrees to be bound by the provisions of this Section 3.4(c) in writing (for the benefit of the ABL Representative and the ABL Secured Parties).

Cooperation; Sharing of Information and Access. (a) The Term Loan Notes Representative, on behalf of itself and the other Term Loan Notes Secured Parties, agrees that each of them shall take such actions as the ABL Factoring Representative shall reasonably request in connection with the exercise by the ABL Factoring Secured Parties of their rights set forth herein in respect of the ABL Factoring Priority Collateral. The ABL Factoring Representative, on behalf of itself and the other ABL Factoring Secured Parties, agrees that each of them shall take such actions as the Term Loan Notes Representative shall request in connection with the exercise by the Term Loan Notes Secured Parties of their rights set forth herein in respect of the Term Loan Notes Priority Collateral. (b) In the event that the ABL Factoring Representative shall, in the exercise of its rights under the ABL Factoring Security Documents or otherwise, receive possession or control of any books and Records of any Loan Financing Party which contain information identifying or pertaining to the Term Loan Notes Priority Collateral, the ABL Factoring Representative shall promptly notify the Term Loan Notes Representative of such fact and, upon request from the Term Loan Notes Representative and as promptly as practicable thereafter, either make available to the Term Loan Notes Representative such books and Records for inspection and duplication or provide to the Term Loan Notes Representative copies thereof. In the event that the Term Loan Notes Representative shall, in the exercise of its rights under the Term Loan Notes Security Documents or otherwise, receive possession or control of any books and records of any Loan Financing Party which contain information identifying or pertaining to any of the ABL Factoring Priority Collateral, the Term Loan Notes Representative shall promptly notify the ABL Factoring Representative Agent of such fact and, upon request from the ABL Factoring Representative and as promptly as practicable thereafter, either make available to the ABL Factoring Representative such books and records for inspection and duplication or provide the ABL Factoring Representative copies thereof. (c) The Factoring Representative, on behalf of itself and the other Factoring Secured Parties, agrees that it shall promptly notify the Notes Representative of the occurrence or existence of a material breach, default or event of default under the Factoring Agreements. The ABL Company agrees that it shall promptly notify the Factoring Representative hereby irrevocably grants of the Term Loan Representative occurrence or existence of a non-exclusive worldwide license material breach, default or right to use, to event of default under the maximum extent permitted by applicable law and Notes Agreements. Except to the extent of the ABL failure to provide notice is reasonably expected to harm the Notes Representative’s interest therein, exercisable without payment of royalty or other compensation, the failure to use any of provide the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan Representative and Term Loan Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan Priority Collateral in accordance with the terms and conditions of the Term Loan Security Documents and the other Term Loan Documents. The ABL Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan Representative’s rights as set forth notices in this Section 3.4subsection shall not expose the Factoring Representative to any liability or affect their rights hereunder.

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Facility Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records records of any Loan Party Grantor which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records of any Loan Party Grantor which contain information identifying or pertaining to any of the ABL Facility Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Representative hereby irrevocably grants . (c) If the Term Loan Representative, or any agent or representative of the Term Loan Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Specified Premises (or sells or otherwise transfers any of the Specified Premises to a third party purchaser or transferee without first obtaining possession or physical control), the Term Loan Representative a non-exclusive worldwide license shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Term Loan Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or right to use, to the maximum extent permitted by applicable law and to the extent any agent or representative of the ABL Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan Representative and Term Loan Secured Parties to purchaseany receiver, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute shall obtain possession or otherwise dispose of any asset included in the Term Loan Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan Priority Collateral in accordance with the terms and conditions of the Term Loan Security Documents and the other Term Loan Documents. The ABL Representative agrees that any sale, transfer or other disposition physical control of any of the Specified Premises in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Term Loan Parties’ Intellectual Property (whether Representative that the ABL Representative is exercising its access rights under this Agreement. Under either circumstance, upon delivery of such notice by foreclosure or otherwise) will be subject the ABL Representative to the Term Loan Representative, the parties shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any Real Property constituting Specified Premises access to which is reasonably necessary to enable the ABL Representative during normal business hours to monitor, audit and collect Accounts and/or to arrange or effect the sale of ABL Facility Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of Access Period, access rights will apply to differing parcels of Specified Premises at differing times, in which case, a differing Access Period will apply to each such parcel of Specified Premises. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent-free right to use, the relevant Real Property constituting Specified Premises for the purposes described above. (d) The ABL Representative shall take proper and reasonable care of any Specified Premises that is used by the ABL Representative during the Access Period and shall repair at its expense (without waiving any rights of reimbursement from the Grantors) and replace any damage (ordinary wear-and-tear excepted) caused by any act or omission of the ABL Representative or its agents, representatives or designees and leave such Specified Premises in a condition substantially similar (ordinary wear and tear excepted) to the condition of such Specified Premises immediately prior to the date of commencement of the use thereof by the ABL Representative. The ABL Representative shall comply with all applicable laws in connection with its use or occupancy or possession of the Specified Premises. The ABL Representative shall indemnify and hold harmless the Term Loan Representative and the Term Loan Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control. The ABL Representative, for itself and on behalf of the ABL Secured Parties, hereby acknowledges that, during the period any Specified Premises shall be under control or possession of the Term Loan Representative or the other Term Loan Creditors, the Term Loan Representatives and other Term Loan Creditors shall not be obligated to take any action to protect or to procure insurance with respect to any ABL Facility Priority Collateral that may be located on or in the Specified Premises, it being understood that the Term Loan Representative and other Term Loan Creditors shall have no responsibility for loss or damage to the ABL Facility Priority Collateral (other than as set forth in a result of the gross negligence or willful misconduct of the Term Loan Representative and/or the other Term Loan Creditors or their agents) and that risk of loss or damage to the ABL Facility Priority Collateral shall remain with the ABL Representative and the ABL Secured Parties. (e) The ABL Representative and the Term Loan Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Term Loan Representative to show the Specified Premises to prospective purchasers and to ready the Specified Premises for sale. Consistent with the definition of the term Access Period, if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. If any Specified Premises are sold or otherwise transferred to a third party purchaser or transferee, then, solely to the extent any books or records related to the ABL Facility Priority Collateral are located on such Specified Premises, the Term Loan Representative shall expressly condition such sale or other transfer on such purchaser’s or transferee’s agreement to grant the ABL Representative the access rights otherwise applicable pursuant to this Agreement.

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall reasonably request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority CollateralCollateral (at the sole cost and expense of the ABL Representative (but with the Loan Parties’ reimbursement and indemnity obligations with respect thereto as provided in the ABL Documents, which shall not be limited hereby)). The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall reasonably request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Collateral (at the sole cost and expense of the Term Loan Priority CollateralRepresentative (but with the Loan Parties’ reimbursement and indemnity obligations with respect thereto as provided in the Term Loan Documents, which shall not be limited hereby)). (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the a Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Term Loan Representative hereby irrevocably grants the Term Loan ABL Representative (or its designee) a non-exclusive worldwide license or right to use, to the maximum extent permitted by consistent with applicable law and law, to the extent of the ABL Term Loan Representative’s interest thereintherein and reasonably requested by the ABL Representative, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative (or its designee) and Term Loan ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan Priority ABL Collateral in connection with the liquidation, disposition or realization upon the Term Loan Priority ABL Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The ABL Term Loan Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this Section 3.4. (c) If the Term Loan Representative, or any agent or representative thereof, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Term Collateral, the Term Loan Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Term Loan Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Term Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Term Loan Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Term Loan Representative, the ABL Representative and Term Loan Representative shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Term Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Collateral to a point where such conversion can occur, to otherwise prepare ABL Collateral for sale and/or to arrange or effect the sale of ABL Collateral (including the conducting of auctions), all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Term Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, (i) the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item the Term Collateral for the purposes described above and (ii) the ABL Representative shall be obligated hereunder to reimburse the Term Loan Representative for all operating costs of such Term Collateral incurred after the commencement of the relevant Access Period (it being understood that operating costs shall not include insurance) to the extent (x) incurred as a result of the exercise by the ABL Representative of its access rights and (y) actually paid by the Term Loan Representative or the Term Loan Secured Parties. The ABL Representative shall take proper and reasonable care under the circumstances of any Term Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees, and leave the Term Collateral in substantially the same condition as it was at the commencement of the occupancy, use or control by the ABL Representative or its agents, representatives or designees (ordinary wear-and-tear excepted) and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Collateral. The ABL Representative shall indemnify and hold harmless the Term Loan Representative and the Term Loan Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) and for any losses, claims, liabilities or expenses directly resulting from the occupancy, use or control by the ABL Representatives or its agents, representatives or designees or by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Term Collateral caused by the absence of the ABL Collateral therefrom. The ABL Representative and the Term Loan Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Loan Representative to show the Term Collateral to prospective purchasers and to ready the Term Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Term Loan Representative shall not foreclose or otherwise sell, remove or dispose of any of the Term Collateral during the Access Period with respect to such Collateral if the ABL Representative (acting in good faith) informs the Term Loan Representative in writing that such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Collateral as described above; provided, however, that nothing contained in this Agreement shall restrict the Term Loan Representative from foreclosing or otherwise selling, removing, transferring or disposing of any Term Collateral prior to the expiration of the Access Period if the purchaser, assignee or transferee agrees to be bound by the provisions of this Section 3.4(c) in writing (for the benefit of the ABL Representative and the ABL Secured Parties).

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall reasonably request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall reasonably request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The With respect to any Intellectual Property in which the ABL Representative does not possess a Senior Lien, the Term Loan Representative hereby irrevocably grants the Term Loan ABL Representative (or its designee) a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Term Loan Representative’s 's interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative (or its designee) and Term Loan the ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The ABL Term Loan Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ ' Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in the foregoing sentence. (c) If the Term Loan Representative, or any agent or representative thereof, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Term Loan Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Term Loan Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Term Loan Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Term Loan Representative that the ABL Representative is exercising its access rights under this Agreement. Upon delivery of such notice by the ABL Representative to the Term Loan Representative, the ABL Representative and Term Loan Representative shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Term Loan Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral (including the conducting of auctions) or obtain or make copies of any invoices or other evidence of accounts receivable to collect upon or otherwise realize on the ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Term Loan Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item the Term Loan Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any Term Loan Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the Term Loan Priority Collateral. The ABL Representative shall indemnify and hold harmless the Term Loan Representative and the Term Loan Secured Parties for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Secured Parties will not be liable for any diminution in the value of Term Loan Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Term Loan Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Loan Representative to show the Term Loan Priority Collateral to prospective purchasers and to ready the Term Loan Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Term Loan Representative shall not foreclose or otherwise sell, remove or dispose of any of the Term Loan Priority Collateral during the Access Period with respect to such Collateral if the ABL Representative (acting in good faith) informs the Term Loan Representative in writing that such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above.

Cooperation; Sharing of Information and Access. (a) The Term Loan Debt Representative, on behalf of itself and the other Term Loan Debt Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Debt Representative shall request in connection with the exercise by the Term Loan Debt Secured Parties of their rights set forth herein in respect of the Term Loan Debt Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Debt Priority Collateral, the ABL Representative shall promptly notify the Term Loan Debt Representative of such fact and, upon request from the Term Loan Debt Representative and as promptly as practicable thereafter, either make available to the Term Loan Debt Representative such books and Records for inspection and duplication or provide to the Term Loan Debt Representative copies thereof. In the event that the a Term Loan Debt Representative shall, in the exercise of its rights under the Term Loan Debt Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Debt Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Representative hereby irrevocably grants the Term Loan Debt Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for the Term Loan Debt Representative and Term Loan Debt Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan Debt Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan Debt Priority Collateral in accordance with the terms and conditions of the Term Loan Debt Security Documents and the other Term Loan Debt Documents. The ABL Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan Debt Representative’s rights as set forth in this Section 3.4. (c) If the Term Debt Representative, or any agent or representative thereof, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Term Debt Priority Collateral, the Term Debt Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Term Debt Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Term Debt Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Term Debt Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Term Debt Representative, the ABL Representative and Term Debt Representative shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Term Debt Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Term Debt Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item the Term Debt Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any Term Debt Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the Term Debt Representative and the Term Debt Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Term Debt Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Term Debt Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Debt Representative to show the Term Debt Priority Collateral to prospective purchasers and to ready the Term Debt Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Term Debt Representative shall not foreclose or otherwise sell, remove or dispose of any of the Term Debt Priority Collateral during the Access Period with respect to such Collateral if such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above.

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to any of the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records Records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records Records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Term Loan Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right to use, provided such license or right to use shall terminate upon the later of the sale of such Intellectual Property or the 75th day after the ABL Representative starts using such license in connection with marketing any ABL Priority Collateral for sale to the maximum extent permitted by applicable law and to the extent of the ABL Term Loan Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property incorporated in or relating to the ABL Priority Collateral and now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative and Term Loan the other ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other ABL Documents. Nothing contained in this Section 3.4 shall restrict the rights of the Term Loan Documents. The ABL Representative from selling, assigning or otherwise transferring any of the Loan Parties’ Intellectual Property; provided, that the Term Loan Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this Section 3.4. The ABL Representative acknowledges that with respect to the Intellectual Property subject to the foregoing license, the Term Loan Representative or third party purchaser, as owner of such Intellectual Property, shall have such rights of quality control (“quality” being the relevant Loan Party’s standards in effect immediately prior to the ABL Representative’s use of the relevant Intellectual Property) and inspection to the extent reasonably necessary pursuant to applicable law to maintain the validity and enforceability of such Intellectual Property, provided, that if the Term Loan Representative elects to exercise such quality control and/or inspection rights it may retain professionals to do so at the expense of the Loan Parties. (c) If the Term Loan Representative, or any agent or representative of the Term Loan Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Term Loan Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Term Loan Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Term Loan Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Term Loan Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Term Loan Representative, the parties shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any Real Property or Equipment constituting Term Loan Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels of Real Property or items of Equipment constituting Term Loan Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel of Real Property and each such item of Equipment. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant Real Property or Equipment constituting Term Loan Priority Collateral for the purposes described above. (d) The ABL Representative shall take proper and reasonable care under the circumstances of any Term Loan Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by any act or omission of the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall (i) use the Term Loan Priority Collateral the subject of this Section 3.4 in accordance with applicable law in all material respects, (ii) use commercially reasonable efforts to insure or cause to be insured for damage to the Term Loan Priority Collateral for the benefit of the Term Loan Creditors (and deliver to the Term Loan Representative evidence of such insurance), (iii) reimburse the Term Loan Representative for any incremental additional amounts required to be paid in respect of increases in the cost of utilities, taxes, rent, repair, insurance (without duplication of insurance acquired pursuant to clause (ii) above) and other operating cost of such Term Loan Priority Collateral as a result of the use thereof by the ABL Representative that the Term Loan Representative or Term Loan Creditors would not have had to pay or be responsible for but for the use thereof by the ABL Representative pursuant to its right hereunder during any such period of actual occupation, use or control, but only to the extent a Loan Party is not otherwise paying any such amounts and to leave such Term Loan Priority Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control (ordinary wear and tear excepted), and (iv) indemnify and hold harmless the Term Loan Representative and the Term Loan Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Term Loan Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Term Loan Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Loan Representative to show the Term Loan Priority Collateral to prospective purchasers and to ready the Term Loan Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. Nothing contained in this Agreement shall restrict the rights of the Term Loan Representative from selling, assigning or otherwise transferring any of the Term Loan Priority Collateral prior to the expiration of the Access Period so long as the Term Loan Representative uses commercially reasonable efforts to obtain from any such purchaser, assignee or transferee thereof an agreement to be bound by the provisions of this Section 3.4; provided further that, nothing contained herein is intended to grant in favor of the ABL Representative any rights greater than those of the Term Loan Representative, including all rights and restrictions and applicable time periods set forth in any applicable landlord waiver or other similar access agreements.

Cooperation; Sharing of Information and Access. (a) The Each Term Loan Representative, on behalf of itself and the other Term Loan Secured PartiesParties that it represents, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Designated Term Loan Representative shall request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to any of the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Designated Term Loan Representative of such fact and, upon request from the Designated Term Loan Representative and as promptly as practicable thereafter, either make available to the Designated Term Loan Representative such books and Records for inspection and duplication or provide to the Designated Term Loan Representative copies thereof. In the event that the any Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records Records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the such Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records Records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Each Term Loan Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right to use, provided such license or right to use shall terminate upon the later of the sale of such Intellectual Property or the 75th day after the ABL Representative starts using such license in connection with marketing any ABL Priority Collateral for sale to the maximum extent permitted by applicable law and to the extent of the ABL such Term Loan Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property incorporated in or relating to the ABL Priority Collateral and now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative and Term Loan the other ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other ABL Documents. Nothing contained in this Section 3.4 shall restrict the rights of any Term Loan Documents. The ABL Representative from selling, assigning or otherwise transferring any of the Loan Parties’ Intellectual Property; provided, that each Term Loan Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this ‎Section 3.4. The ABL Representative acknowledges that with respect to the Intellectual Property subject to the foregoing license, any Term Loan Representative or third party purchaser, as owner of such Intellectual Property, shall have such rights of quality control (“quality” being the relevant Loan Party’s standards in effect immediately prior to the ABL Representative’s use of the relevant Intellectual Property) and inspection to the extent reasonably necessary pursuant to applicable law to maintain the validity and enforceability of such Intellectual Property; provided, that if the relevant Term Loan Representative elects to exercise such quality control and/or inspection rights it may retain professionals to do so at the expense of the Loan Parties. (c) If any Term Loan Representative, or any agent or representative of any Term Loan Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Term Loan Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify such Term Loan Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Term Loan Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Designated Term Loan Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under ‎Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Designated Term Loan Representative, the parties shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any Real Property or Equipment constituting Term Loan Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels of Real Property or items of Equipment constituting Term Loan Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel of Real Property and each such item of Equipment. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant Real Property or Equipment constituting Term Loan Priority Collateral for the purposes described above. (d) The ABL Representative shall take proper and reasonable care under the circumstances of any Term Loan Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by any act or omission of the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall (i) use the Term Loan Priority Collateral the subject of this Section 3.4 in accordance with applicable law in all material respects, (ii) use commercially reasonable efforts to insure or cause to be insured for damage to the Term Loan Priority Collateral for the benefit of the Term Loan Creditors (and deliver to the Designated Term Loan Representative evidence of such insurance), (iii) reimburse the Designated Term Loan Representative for any incremental additional amounts required to be paid in respect of increases in the cost of utilities, taxes, rent, repair, insurance (without duplication of insurance acquired pursuant to clause (ii) above) and other operating cost of such Term Loan Priority Collateral as a result of the use thereof by the ABL Representative that the Term Loan Representatives or Term Loan Creditors would not have had to pay or be responsible for but for the use thereof by the ABL Representative pursuant to its right hereunder during any such period of actual occupation, use or control, but only to the extent a Loan Party is not otherwise paying any such amounts and to leave such Term Loan Priority Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control (ordinary wear and tear excepted), and (iv) indemnify and hold harmless the Term Loan Representatives and the other Term Loan Secured Parties for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Secured Parties will not be liable for any diminution in the value of Term Loan Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Term Loan Representatives shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Designated Term Loan Representative to show the Term Loan Priority Collateral to prospective purchasers and to ready the Term Loan Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this ‎Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this ‎Section 3.4. Nothing contained in this Agreement shall restrict the rights of any Term Loan Representative from selling, assigning or otherwise transferring any of the Term Loan Priority Collateral prior to the expiration of the Access Period so long as such Term Loan Representative uses commercially reasonable efforts to obtain from any such purchaser, assignee or transferee thereof an agreement to be bound by the provisions of this Section 3.4; provided further that, nothing contained herein is intended to grant in favor of the ABL Representative any rights greater than those of any Term Loan Representative, including all rights and restrictions and applicable time periods set forth in any applicable landlord waiver or other similar access agreements.

Cooperation; Sharing of Information and Access. (a) The Term Loan Non-ABL Representative, on behalf of itself and the other Term Loan Non-ABL Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Non-ABL Representative shall request in connection with the exercise by the Term Loan Non-ABL Secured Parties of their rights set forth herein in respect of the Term Loan Non-ABL Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Non-ABL Priority Collateral, the ABL Representative shall promptly notify the Term Loan Non-ABL Representative of such fact and, upon request from the Term Loan Non-ABL Representative and as promptly as practicable thereafter, either make available to the Term Loan Non-ABL Representative such books and Records for inspection and duplication or provide to the Term Loan Non-ABL Representative copies thereof. In the event that the Term Loan Non-ABL Representative shall, in the exercise of its rights under the Term Loan Non-ABL Security Documents or otherwise, receive possession or control of any books and records Records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Non-ABL Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records Records for inspection and duplication or provide the ABL Representative copies thereof. The Non-ABL Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the Non-ABL Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan ABL Representative and Term Loan ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The Non-ABL Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this Section 3.4. (c) If the Non-ABL Representative, or any agent or representative of the Non-ABL Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Non-ABL Priority Collateral, the Non-ABL Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Non-ABL Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Non-ABL Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Non-ABL Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Non-ABL Representative, the Non-ABL Representative and the ABL Representative shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Non-ABL Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Non-ABL Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item of Non-ABL Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any Non-ABL Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the Non-ABL Representative and the Non-ABL Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Non-ABL Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Non-ABL Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Non-ABL Representative to show the Non-ABL Priority Collateral to prospective purchasers and to ready the Non-ABL Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Non-ABL Representative shall not foreclose or otherwise sell, assign, remove, dispose of or transfer any of the Non-ABL Priority Collateral during the Access Period with respect to such Collateral if such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above, unless such foreclosure, sale, assignment, removal, disposition or other transfer is subject to the ABL Representative’s right of access pursuant to the terms of this Agreement (including the Access Period afforded to the ABL Representative hereunder).

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall reasonably request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall reasonably request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Term Loan Representative hereby irrevocably grants the Term Loan ABL Representative (or its designee) a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Term Loan Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative (or its designee) and Term Loan the ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or .or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The ABL Term Loan Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in the foregoing sentence. (c) If the Term Loan Representative, or any agent or representative thereof, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Term Loan Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Term Loan Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Term Loan Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Term Loan Representative that the ABL Representative is exercising its access rights under this Agreement. Upon delivery of such notice by the ABL Representative to the Term Loan Representative, the ABL Representative and Term Loan Representative shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Term Loan Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral (including the conducting of auctions), all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Term Loan Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item the Term Loan Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any Term Loan Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the Term Loan Priority Collateral. The ABL Representative shall indemnify and hold harmless the Term Loan Representative and the Term Loan Secured Parties for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Secured Parties will not be liable for any diminution in the value of Term Loan Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Term Loan Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Loan Representative to show the Term Loan Priority Collateral to prospective purchasers and to ready the Term Loan Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Term Loan Representative shall not foreclose or otherwise sell, remove or dispose of any of the Term Loan Priority Collateral during the Access Period with respect to such Collateral if the ABL Representative (acting in good faith) informs the Term Loan Representative in writing that such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above.

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall reasonably request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall reasonably request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Term Loan Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Representative’s 's interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative and Term Loan ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term ABL Loan Documents. The ABL Term Loan Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ ' Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s 's rights as set forth in this Section 3.4. (c) If the Term Loan Representative, or any agent or representative of the Term Loan Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Term Loan Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Term Loan Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Term Loan Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Term Loan Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Term Loan Representative, the parties shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Term Loan Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to process, handle, transport and/or deliver the ABL Priority Collateral and prepare such ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Term Loan Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item of the Term Loan Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any Term Loan Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the Term Loan Representative and the Term Loan Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Term Loan Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Term Loan Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Loan Representative to show the Term Loan Priority Collateral to prospective purchasers and to ready the Term Loan Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Term Loan Representative shall not foreclose or otherwise sell, remove or dispose of any of the Term Loan Priority Collateral during the Access Period with respect to such Collateral if such Collateral is reasonably necessary to enable the ABL Representative to process, transport or arrange to sell the ABL Priority Collateral as described above.

Cooperation; Sharing of Information and Access. (a) The Term Loan Collateral Trust Representative, on behalf of itself and the other Term Loan Collateral Trust Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Collateral Trust Representative shall request in connection with the exercise by the Term Loan Collateral Trust Secured Parties of their rights set forth herein in respect of the Term Loan Collateral Trust Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party Grantor which contain information identifying or pertaining to any of the Term Loan Collateral Trust Priority Collateral, the ABL Representative shall promptly notify the Term Loan Collateral Trust Representative of such fact and, upon request from the Term Loan Collateral Trust Representative and as promptly as practicable thereafter, either make available to the Term Loan Collateral Trust Representative such books and Records for inspection and duplication or provide to the Term Loan Collateral Trust Representative copies thereof. In the event that the Term Loan Collateral Trust Representative shall, in the exercise of its rights under the Term Loan Collateral Trust Security Documents or otherwise, receive possession or control of any books and records Records of any Loan Party Grantor which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Collateral Trust Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records Records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Collateral Trust Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Collateral Trust Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties Grantors in order for Term Loan ABL Representative and Term Loan ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The Until the ABL Obligations Payment Date, the Collateral Trust Representative agrees that any sale, transfer or other disposition of any of the Loan PartiesGrantors’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this Section 3.4. (c) If the Collateral Trust Representative, or any agent or representative of the Collateral Trust Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Collateral Trust Priority Collateral, the Collateral Trust Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within thirty (30) Business Days thereafter, notify the Collateral Trust Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Collateral Trust Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Collateral Trust Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Collateral Trust Representative, the parties shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Collateral Trust Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours: (i) to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods; (ii) to complete any service or project required for the practical realization of the benefits of the ABL Priority Collateral; (iii) to transport such ABL Priority Collateral to a point where such conversion can occur; (iv) to otherwise prepare ABL Priority Collateral for sale; and/or (v) to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Collateral Trust Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item of Collateral Trust Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any Collateral Trust Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the Collateral Trust Representative and the Collateral Trust Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Collateral Trust Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Collateral Trust Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Collateral Trust Representative to show the Collateral Trust Priority Collateral to prospective purchasers and to ready the Collateral Trust Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Collateral Trust Representative shall not foreclose or otherwise sell, remove or dispose of any of the Collateral Trust Priority Collateral during the Access Period with respect to such Collateral if such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above.

Cooperation; Sharing of Information and Access. (a) The [Term Loan Loan] Representative, on behalf of itself and the other [Term Loan Loan] Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the [Term Loan Loan] Representative shall request in connection with the exercise by the [Term Loan Loan] Secured Parties of their rights set forth herein in respect of the [Term Loan Loan] Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the [Term Loan Loan] Priority Collateral, the ABL Representative shall promptly notify the [Term Loan Loan] Representative of such fact and, upon request from the [Term Loan Loan] Representative and as promptly as practicable thereafter, either make available to the [Term Loan Loan] Representative such books and Records for inspection and duplication or provide to the [Term Loan Loan] Representative copies thereof. In the event that the [Term Loan Loan] Representative shall, in the exercise of its rights under the [Term Loan Loan] Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the [Term Loan Loan] Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Representative hereby irrevocably grants the [Term Loan Loan] Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for [Term Loan Loan] Representative and [Term Loan Loan] Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the [Term Loan Loan] Priority Collateral in connection with the liquidation, disposition or realization upon the [Term Loan Loan] Priority Collateral in accordance with the terms and conditions of the [Term Loan Loan] Security Documents and the other [Term Loan Loan] Documents. The ABL Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the [Term Loan Loan] Representative’s rights as set forth in this Section 3.4. (c) If the [Term Loan] Representative, or any agent or representative of the [Term Loan] Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the [Term Loan] Priority Collateral, the [Term Loan] Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten (10) Business Days thereafter, notify the [Term Loan] Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the [Term Loan] Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the [Term Loan] Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the [Term Loan] Representative, the parties shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of [Term Loan] Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of [Term Loan] Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item the [Term Loan] Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any [Term Loan] Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the [Term Loan] Representative and the [Term Loan] Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of [Term Loan] Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the [Term Loan] Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of [Term Loan] Representative to show the [Term Loan] Priority Collateral to prospective purchasers and to ready the [Term Loan] Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The [Term Loan] Representative shall not foreclose or otherwise sell, remove or dispose of any of the [Term Loan] Priority Collateral during the Access Period with respect to such Collateral if such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above.

Cooperation; Sharing of Information and Access. (a) The Term Loan Debt Representative, on behalf of itself and the other Term Loan Debt Secured Parties, agrees that each of them shall take such commercially reasonable actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such commercially reasonable actions as the Term Loan Debt Representative shall request in connection with the exercise by the Term Loan Debt Secured Parties of their rights set forth herein in respect of the Term Loan Debt Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Debt Priority Collateral, the ABL Representative shall promptly notify the Term Loan Debt Representative of such fact and, upon request from the Term Loan Debt Representative and as promptly as practicable thereafter, either make available to the Term Loan Debt Representative such books and Records for inspection and duplication or provide to the Term Loan Debt Representative copies thereof. In the event that the a Term Loan Debt Representative shall, in the exercise of its rights under the Term Loan Debt Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Debt Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Term Debt Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right (through the ABL Obligations Payment Date) to use, to the maximum extent permitted by applicable law and to the extent of the ABL Term Debt Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative and Term Loan ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The ABL Term Debt Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this Section 3.4. (c) If the Term Debt Representative, or any agent or representative thereof, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Term Debt Priority Collateral, the Term Debt Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Term Debt Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Term Debt Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly either (i) turn over and deliver such Term Debt Priority Collateral to the Term Debt Representative or (ii) notify the Term Debt Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Term Debt Representative, the ABL Representative and Term Debt Representative shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Term Debt Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the collection and/or sale of ABL Priority Collateral (including without limitation access to and use of any Term Debt Priority Collateral consisting of Loan Parties’ computer equipment and IT systems (and, if applicable, any Term Debt Priority Collateral consisting of any owned or leased real property of any Loan Party on which any such computer equipment and IT systems are located) in connection with any actions by the ABL Representative to collect, sell or otherwise realize on any ABL Priority Collateral consisting of Accounts), all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Term Debt Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item of the Term Debt Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any Term Debt Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the Term Debt Representative and the Term Debt Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Term Debt Priority Collateral caused by the absence of the ABL Priority Collateral therefrom or to restore any owned or leased real property of any Loan Party to its original condition prior to the installation or location of any of the Collateral thereon (regardless of any obligations by Loan Parties for such a restoration under any mortgage or lease with respect to such real property). The ABL Representative and the Term Debt Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Debt Representative to show the Term Debt Priority Collateral to prospective purchasers and to ready the Term Debt Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Term Debt Representative shall not foreclose or otherwise sell, remove or dispose of any of the Term Debt Priority Collateral during the Access Period with respect to such Collateral if such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above unless the applicable purchaser, assignee or transferee thereof agrees to provide the access and use rights of ABL Creditors described in this Section 3.4(c). Nothing contained in this Section 3.4(c) shall be construed or interpreted to contradict or limit the respective rights of the Term Debt Representative under the first sentence of Section 3.4(b) or of the ABL Representative under the second sentence of Section 3.4(b).

Cooperation; Sharing of Information and Access. (a) The Term Loan Fixed Asset Representative, on behalf of itself and the other Term Loan Fixed Asset Secured PartiesParties represented by it, agrees that each of them shall take such actions as the any ABL Representative shall reasonably request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The Each ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Fixed Asset Representative shall reasonably request in connection with the exercise by the Term Loan Fixed Asset Secured Parties of their rights set forth herein in respect of the Term Loan Fixed Asset Priority Collateral. (b) In the event that the any ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Fixed Asset Priority Collateral, the such ABL Representative shall promptly notify the Term Loan Representative Collateral Trustees of such fact and, upon request from the Term Loan Representative Collateral Trustee and as promptly as practicable thereafter, either make available to the Term Loan Representative Collateral Trustee such books and Records for inspection and duplication or provide to the Term Loan Representative Collateral Trustee copies thereof. In the event that the Term Loan Fixed Asset Representative shall, in the exercise of its rights under the Term Loan applicable Fixed Asset Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Fixed Asset Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the Designated ABL Representative and as promptly as practicable thereafter, either make available to the Designated ABL Representative such books and records for inspection and duplication or provide the Designated ABL Representative copies thereof. The ABL Fixed Asset Representative hereby irrevocably grants the Term Loan each ABL Representative (or its designee) a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Fixed Asset Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative (or its designee) and Term Loan the ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or .or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The ABL Fixed Asset Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan each ABL Representative’s rights as set forth in the foregoing sentence. (c) If the Fixed Asset Representative, or any agent or representative thereof, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Fixed Asset Priority Collateral, the Fixed Asset Representative shall promptly notify the Designated ABL Representative in writing of that fact, and the Designated ABL Representative shall, within ten Business Days thereafter, notify the Fixed Asset Representative in writing as to whether the Designated ABL Representative desires to exercise access rights under this Agreement. In addition, if any ABL Representative, or any agent or representative of any ABL Representative, or any receiver, shall obtain possession or physical control of any of the Fixed Asset Priority Collateral in connection with an Enforcement Action, then such ABL Representative shall promptly notify the Collateral Trustee that the ABL Representative is exercising its access rights under this Agreement. Upon delivery of such notice by the ABL Representative to the Collateral Trustee, the ABL Representative and Collateral Trustee shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Fixed Asset Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral (including the conducting of auctions), all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Fixed Asset Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, each ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item the Fixed Asset Priority Collateral for the purposes described above. Each ABL Representative shall take proper and reasonable care under the circumstances of any Fixed Asset Priority Collateral that is used by such ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by such ABL Representative or its agents, representatives or designees and such ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the Fixed Asset Priority Collateral. Each ABL Representative shall indemnify and hold harmless the Fixed Asset Representative and the Fixed Asset Secured Parties for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representatives and the ABL Secured Parties will not be liable for any diminution in the value of Fixed Asset Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. Each ABL Representative and the Collateral Trustee shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Collateral Trustee to show the Fixed Asset Priority Collateral to prospective purchasers and to ready the Fixed Asset Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to any ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Fixed Asset Representative shall not foreclose or otherwise sell, remove or dispose of any of the Fixed Asset Priority Collateral during the Access Period with respect to such Collateral if any ABL Representative (acting in good faith) informs the Collateral Trustee in writing that such Collateral is reasonably necessary to enable such ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above.

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records Records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records Records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Term Loan Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Term Loan Representative’s 's interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, to or otherwise used by the Loan Parties in order for Term Loan the ABL Representative and Term Loan the ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other ABL Documents; provided that such license right shall terminate upon the date that is 150 days (with respect to inventory or Xxxxx Xxxx, LLC) or 120 days (with respect to inventory of other Loan Parties) after the date that the ABL Representative commences an Enforcement Action against such inventory. The Term Loan Documents. The ABL Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ ' Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s 's rights as set forth in this Section 3.44.3. (b) The parties hereto acknowledge and agree that ABL Representative shall, after a field examination is agreed as final by the ABL Representative, promptly: (i) provide the Term Loan Representative with copies of any field examinations conducted on behalf of the ABL Representative (with opinions, assessments, views and other confidential information of the ABL Representative redacted), (ii) permit the field examiner to leverage the work it performed in connection with any field examinations conducted on behalf of the ABL Representative in order to provide a field examination to the Term Loan Representative, and (iii) provide the Term Loan Representative with copies of any appraisals conducted by or on behalf of the ABL Representative in respect of the Loan Parties or the Collateral (to the extent not prohibited by any third parties that prepared such materials) relating to the Loan Parties and their subsidiaries (collectively, “Due Diligence”); provided that the failure to so provide any Due Diligence shall not (A) affect the relative priorities of the Liens as provided herein or the validity or effectiveness of any notices or demands as against any Loan Party, (B) impair the effectiveness of this Intercreditor Agreement, or (C) give rise to any claim or cause of action by any Secured Party against any other Secured Party or any third person conducting such appraisals. The Term Loan Representative, for itself and on behalf of the Term Loan Secured Parties, acknowledges and agrees that neither the ABL Representative, the ABL Secured Parties nor any of their respective agents and employees make any representations or warranties whatsoever with respect to the Due Diligence of any kind, nature, or description, including, without limitation, any representation as to the completeness or accuracy of the Due Diligence, either at the time that the Due Diligence was prepared or at the present time and such information is provided for information purposes only, and may not be relied upon by the Term Loan Representative, the Term Loan Secured Parties or any other party, in any manner whatsoever. The Term Loan Representative, for itself and on behalf of the Term Loan Secured Parties, agrees that it shall use such Due Diligence in connection with its administration under the Loan Documents (as defined in the Term Loan Agreement). The Loan Parties irrevocably, by their execution of the acknowledgment hereto, authorize the ABL Representative to provide the Term Loan Representative with copies of any Due Diligence. (c) Each of the Loan Parties (by each such Loan Party’s acknowledgment of this Intercreditor Agreement) and the ABL Representative agrees that in the event the ABL Representative does not arrange for the appraisal of inventory included in the Borrowing Base and a field examination of the Collateral included in the Borrowing Base in accordance with the Required Appraisal Frequency and, in each case, subject to the limitations set forth in Section 4.3(b), provide the Term Loan Representative with the copies of such inventory appraisals and field examinations, the Term Loan Representative shall have the right (upon written notice to the Company and the ABL Representative) to direct the ABL Representative to conduct or cause to be conducted such appraisals or such field examinations in accordance with the Required Appraisal Frequency (or, as applicable, subject to the limitations set forth in Section 4.3(b), provide the Term Loan Representative with the copies of such inventory appraisals and field examinations), and the ABL Representative agrees, with reasonable promptness, to cause the commencement of such appraisal or examination (or, as applicable, subject to the limitations set forth in Section 4.3(b), provide the Term Loan Representative with the copies of such inventory appraisals and field examinations, as the case may be); provided that to the extent the ABL Representative does not engage an appraiser or an examiner within ten (10) Business Days to commence such an appraisal or an examination after a written notice addressed to the ABL Representative and the Company from the Term Loan Representative (or, as applicable, subject to the limitations set forth in Section 4.3(b), provide the Term Loan Representative with the copies of such inventory appraisals and field examinations, as the case may be), the Term Loan Representative may engage an appraiser or examiner (which shall be either the appraiser or examiner which conducted, as applicable, the most recent appraisal or field exam or another appraiser or examiner reasonably satisfactory to the ABL Representative). The Term Loan Representative’s right to engage an appraiser or examiner pursuant to this Section 4.3(c), shall be the Term Loan Representative’s sole remedy as against the ABL Representative for not commencing such an appraisal or examination as set forth in this Section 4.3 (or, as applicable, subject to the limitations set forth in Section 4.3(b), for not providing the Term Loan Representative with the copies of such inventory appraisals and field examinations, as the case may be). Subject to ten (10) Business Days for the ABL Representative to process the applicable appraisal results, after receipt of a final appraisal report by the ABL Representative (received either from an appraiser engaged by the ABL Representative or from an appraiser engaged by the Term Loan Representative, on behalf of the ABL Representative, in accordance with this Section 4.3), the results of such appraisal shall be used by the ABL Representative to determine the net orderly liquidation value under the Borrowing Base if the net orderly liquidation value reflected in such appraisal is lower than the net orderly liquidation value reflected in the previous appraisal received by the ABL Representative (and, for the avoidance of doubt, the results of such appraisal may be used by the ABL Representative to determine the net orderly liquidation value under the Borrowing Base in all other circumstances). The Term Loan Representative agrees that it shall use the same final appraisal report as the ABL Representative to determine the relevant net orderly liquidation value under the Term Loan Borrowing Base. The parties hereto hereby acknowledge that the ABL Representative’s obligations under this Section 4.3 are subject to the Loan Parties’ compliance with their respective obligations under the ABL Agreement (including as to cooperation with the ABL Representative) with respect to such appraisals and examinations. The Loan Parties irrevocably, by their execution of the acknowledgment hereto, authorize the ABL Representative to conduct any appraisals and examinations required by the Term Loan Representative under this Section 4.3 and agree that the Loan Parties shall reimburse the ABL Representative for any and all costs and expenses of such appraisals and examinations in accordance with the terms of the ABL Documents. (d) For purposes of this Section 4.3, “Required Appraisal Frequency” shall mean one (1) appraisal of inventory and one (1) field examination of the Collateral included in the Borrowing Base during each twelve (12) month period.

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall reasonably request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall reasonably request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Term Loan Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Term Loan Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan the ABL Representative and Term Loan ABL Secured Parties to collect, purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral and for the completion of work in process and jobs in progress in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The ABL Term Loan Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this Section 3.43.04. (c) If the Term Loan Representative, or any agent or representative of the Term Loan Representative, or any receiver, shall commence any Enforcement Action against any of the Term Loan Priority Collateral, or otherwise obtain possession or physical control of any of the Term Loan Priority Collateral in connection with an exercise of remedies, the Term Loan Representative shall notify the ABL Representative thereof in writing prior thereto or concurrently therewith, and the ABL Representative shall, within ten (10) Business Days thereafter, notify the Term Loan Representative in writing as to whether the ABL Representative desires to exercise access and use rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Term Loan Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Term Loan Representative that the ABL Representative is exercising its access and use rights under this Agreement and its rights under Section 3.04 under either circumstance. Upon delivery of such notice by the ABL Representative to the Term Loan Representative, the parties shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access and use rights, with such access and use rights to apply to any parcel or item of Term Loan Priority Collateral access to or use of which is reasonably necessary to enable the ABL Representative to (i) collect, process, handle, transport and/or deliver the ABL Priority Collateral, (ii) prepare such ABL Priority Collateral for sale, (iii) arrange or effect the sale of ABL Priority Collateral and/or (iv) complete work in process and jobs in progress, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access and use rights will apply to differing parcels or items of Term Loan Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, nonexclusive right to have access to, and a rent-free right to use, the relevant parcel or item of the Term Loan Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any Term Loan Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the Term Loan Representative and the Term Loan Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Term Loan Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Term Loan Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Loan Representative to show the Term Loan Priority Collateral to prospective purchasers and to ready the Term Loan Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.04 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.04. The Term Loan Representative shall not foreclose or otherwise sell, remove or dispose of any of the Term Loan Priority Collateral during the Access Period with respect to such Collateral if such Collateral is reasonably necessary to enable the ABL Representative to exercise its access and use rights as described above. The Term Loan Representative agrees that any sale, transfer or other disposition of any of the Term Loan Priority Collateral (whether by foreclosure or otherwise) will be subject to the ABL Representative’s rights as set forth in this Section 3.04.

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Collateral, the ABL Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records for inspection and duplication or provide to the Term Loan Representative copies thereof. In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Term Loan Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Term Loan Representative’s interest therein, exercisable without payment of royalty or other compensationcompensation (but at the expense of the ABL Secured Parties, to the extent incurred by the ABL Representative in connection with the use thereof), to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan ABL Representative and Term Loan ABL Secured Parties to collect, purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The ABL Term Loan Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this Section 3.4. (c) If the Term Loan Representative, or any agent or representative of the Term Loan Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Term Loan Priority Collateral, the Term Loan Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Term Loan Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Term Loan Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Term Loan Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Term Loan Representative, the parties shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Term Loan Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Term Loan Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item the Term Loan Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care under the circumstances of any Term Loan Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the Term Loan Representative and the Term Loan Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Term Loan Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Term Loan Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Loan Representative to show the Term Loan Priority Collateral to prospective purchasers and to ready the Term Loan Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition (provided, that the ABL Representative is acting in good faith and in a commercially reasonable fashion to lift any such injunction or stay) and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Term Loan Representative shall not foreclose or otherwise sell, remove or dispose of any of the Term Loan Priority Collateral during the Access Period with respect to such Collateral if such Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above. (d) Notwithstanding the foregoing contained in clause (c) above, in the event that the Term Loan Representative shall, after a default or an event of default under the Term Loan Documents, acquire physical control or possession of any of the Term Loan Priority Collateral consisting of equipment, the Term Loan Representative shall negotiate in good faith with the ABL Representative regarding the ABL Secured Parties’ access and use rights with respect to such equipment so long as such access and use period does not interfere with the Term Loan Representative’s Enforcement Actions with respect to such equipment in any material respect.

Cooperation; Sharing of Information and Access. (a) The Term Loan Representative, on behalf of itself and the other Term Loan Secured Parties, agrees that each of them shall take such actions as the ABL RCF Representative shall reasonably request in connection with the exercise by the ABL RCF Secured Parties of their rights set forth herein in respect of the ABL RCF Priority Collateral. The ABL RCF Representative, on behalf of itself and the other ABL RCF Secured Parties, agrees that each of them shall take such actions as the Term Loan Representative shall reasonably request in connection with the exercise by the Term Loan Secured Parties of their rights set forth herein in respect of the Term Loan Priority Other Collateral. (b) In the event that the ABL RCF Representative shall, in the exercise of its rights under the ABL RCF Security Documents or otherwise, receive possession or control of any books and Records records of any Loan Party which contain information identifying or pertaining to the Term Loan Priority Other Collateral, the ABL RCF Representative shall promptly notify the Term Loan Representative of such fact and, upon request from the Term Loan Representative and as promptly as practicable thereafter, either make available to the Term Loan Representative such books and Records records for inspection and duplication or provide to the Term Loan Representative copies thereof. |US-DOCS\149079678.29|| (c) In the event that the Term Loan Representative shall, in the exercise of its rights under the Term Loan Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL RCF Priority Collateral, the Term Loan Representative shall promptly notify the ABL RCF Representative Agent of such fact and, upon request from the ABL RCF Representative and as promptly as practicable thereafter, either make available to the ABL RCF Representative such books and records for inspection and duplication or provide the ABL RCF Representative copies thereof. The ABL Representative hereby irrevocably grants the Term Loan Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan Representative and Term Loan Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan Priority Collateral in accordance with the terms and conditions of the Term Loan Security Documents and the other Term Loan Documents. The ABL Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan Representative’s rights as set forth in this Section 3.4.

Cooperation; Sharing of Information and Access. (a) The Term Loan RepresentativeNoteholder Agent, on behalf of itself and the other Term Loan Indenture Secured Parties, agrees that each of them shall take such actions as the ABL Representative Lender shall reasonably request in connection with the exercise by the ABL Secured Parties Lender of their its rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, Lender agrees that each of them it shall take such actions as the Term Loan Representative Noteholder Agent shall reasonably request in connection with the exercise by the Term Loan Indenture Secured Parties of their rights set forth herein in respect of the Term Loan Notes Priority Collateral. (b) In the event that the ABL Representative Lender shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Notes Priority Collateral, the ABL Representative Lender shall promptly notify the Term Loan Representative Noteholder Agent of such fact and, upon request from the Term Loan Representative Noteholder Agent and as promptly as practicable thereafter, either make available to the Term Loan Representative Noteholder Agent such books and Records for inspection and duplication or provide to the Term Loan Representative Noteholder Agent copies thereof. In the event that the Term Loan Representative Noteholder Agent shall, in the exercise of its rights under the Term Loan Indenture Security Documents or otherwise, receive possession or control of any books and records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Representative Noteholder Agent shall promptly notify the ABL Representative Agent Lender of such fact and, upon request from the ABL Representative Lender and as promptly as practicable thereafter, either make available to the ABL Representative Lender such books and records for inspection and duplication or provide the ABL Representative Lender copies thereof. (c) If the Noteholder Agent, or any agent or representative of the Noteholder Agent, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any Mortgaged Real Estate Asset, the Noteholder Agent shall promptly notify the ABL Lender in writing of that fact, and the ABL Lender shall, within 10 Business Days thereafter, notify the Noteholder Agent in writing as to whether the ABL Lender desires to exercise access rights under this Agreement. The Upon delivery of such notice by the ABL Representative hereby irrevocably grants Lender to the Term Loan Representative Noteholder Agent, the parties shall confer in good faith to coordinate with respect to the ABL Lender’s exercise of such access rights, with such access rights to apply to any parcel or item of a Mortgaged Real Estate Asset, access to which is reasonably necessary to enable the ABL Lender during normal business hours to realize upon the ABL Priority Collateral. Access rights will apply to differing Mortgaged Real Estate Assets at differing times, in which case, a differing Access Period will apply to each such Mortgaged Real Estate Asset of which the Noteholder Agent has possession or physical control. During any pertinent Access Period, the ABL Lender and its agents, representatives and designees shall have an irrevocable, non-exclusive worldwide license or right to have access to, and a rent-free right to use, to the maximum extent permitted by applicable law and to relevant parcel or item of a Mortgaged Real Estate Asset for the extent of the ABL Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan Representative and Term Loan Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan Priority Collateral in accordance with the terms and conditions of the Term Loan Security Documents and the other Term Loan Documentspurposes described above. The ABL Representative agrees Lender and the Noteholder Agent shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other. Consistent with the definition of the term “Access Period”, if any sale, transfer order or other disposition injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Lender from exercising any of its rights hereunder, then the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject Access Period granted to the Term Loan Representative’s rights ABL Lender under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as set forth in required under this Section 3.4.

Cooperation; Sharing of Information and Access. (a) The Term Loan Notes Representative, on behalf of itself and the other Term Loan Notes Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority Collateral. The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Notes Representative shall request in connection with the exercise by the Term Loan Notes Secured Parties of their rights set forth herein in respect of the Term Loan Notes Priority Collateral. (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Party which contain information identifying or pertaining to the Term Loan Notes Priority Collateral, the ABL Representative shall promptly notify the Term Loan Notes Representative of such fact and, upon request from the Term Loan Notes Representative and as promptly as practicable thereafter, either make available to the Term Loan Notes Representative such books and Records for inspection and duplication or provide to the Term Loan Notes Representative copies thereof. In the event that the Term Loan Notes Representative shall, in the exercise of its rights under the Term Loan Notes Security Documents or otherwise, receive possession or control of any books and records Records of any Loan Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Notes Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records Records for inspection and duplication or provide the ABL Representative copies thereof. The ABL Notes Representative hereby irrevocably grants the Term Loan ABL Representative a an non-exclusive worldwide license or right to use, to the maximum extent permitted by applicable law and to the extent of the ABL Notes Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property incorporated in or relating to the ABL Priority Collateral and now or hereafter owned by, licensed to, or otherwise used by the Loan Parties in order for Term Loan ABL Representative and Term Loan the other ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The ABL Nothing contained in this Section 3.4 shall restrict the rights of the Notes Representative from selling, assigning or otherwise transferring any of the Loan Parties’ Intellectual Property; provided, that the Notes Representative agrees that any sale, transfer or other disposition of any of the Loan Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan ABL Representative’s rights as set forth in this Section 3.4. The ABL Representative acknowledges that with respect to the Intellectual Property subject to the foregoing license, the Notes Representative or third party purchaser, as owner of such Intellectual Property, shall have such rights of quality control (“quality” being the relevant Loan Party’s standards in effect immediately prior to ABL Representative’s use of the relevant Intellectual Property) and inspection to the extent reasonably necessary pursuant to applicable law to maintain the validity and enforceability of such Intellectual Property, provided, that if the Notes Representative elects to exercise such quality control and/or inspection rights it may retain professionals to do so at the expense of the Loan Parties. (c) If the Notes Representative, or any agent or representative of the Notes Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Notes Priority Collateral (or sells or otherwise transfers any of the Notes Priority Collateral to a third party purchaser or transferee without first obtaining possession or physical control), the Notes Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten Business Days thereafter, notify the Notes Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Notes Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Notes Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Notes Representative, the parties shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any Real Property or Equipment constituting Notes Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels of Real Property or items of Equipment constituting Notes Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel of Real Property and each such item of Equipment. During any pertinent Access Period, the ABL Representative and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent-free right to use, the relevant Real Property or Equipment constituting Notes Priority Collateral for the purposes described above. The ABL Representative shall take proper and reasonable care of any Notes Priority Collateral that is used by the ABL Representative during the Access Period and shall repair at its expense (without waiving any rights of reimbursement from the Loan Parties) and replace any damage (ordinary wear-and-tear excepted) caused by any act or omission of the ABL Representative or its agents, representatives or designees and leave such Notes Priority Collateral in a condition substantially similar (ordinary wear and tear excepted) to the condition of such Notes Priority Collateral immediately prior to the date of commencement of the use thereof by the ABL Representative. The ABL Representative shall comply with all applicable laws in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the Notes Representative and the Notes Creditors for any injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Notes Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative, for itself and on behalf of the ABL Secured Parties, hereby acknowledges that, during the period any Notes Priority Collateral shall be under control or possession of the Notes Representative or the other Notes Creditors, the Notes Representatives and other Notes Creditors shall not be obligated to take any action to protect or to procure insurance with respect to any ABL Priority Collateral that may be located on or in the Notes Priority Collateral, it being understood that the Notes Representative and other Notes Creditors shall have no responsibility for loss or damage to the ABL Priority Collateral (other than as a result of the gross negligence or willful misconduct of the Notes Representative and/or the other Notes Creditors or their agents) and that risk of loss or damage to the ABL Priority Collateral shall remain with ABL Representative and the ABL Secured Parties. The ABL Representative and the Notes Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Notes Representative to show the Notes Priority Collateral to prospective purchasers and to ready the Notes Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. If any Notes Priority Collateral is sold or otherwise transferred to a third party purchaser or transferee, the Notes Representative shall expressly condition such sale or other transfer on such purchaser’s or transferee’s agreement to grant the ABL Representative the access rights otherwise applicable pursuant to this Agreement.

Cooperation; Sharing of Information and Access. (a) The Term Loan Exit Convertible Notes Representative, on behalf of itself and the other Term Loan Exit Convertible Notes Secured Parties, agrees that each of them shall take such actions as the ABL Representative shall reasonably request in connection with the exercise by the ABL Secured Parties of their rights set forth herein in respect of the ABL Priority CollateralCollateral (at the sole cost and expense of the Credit Parties). The ABL Representative, on behalf of itself and the other ABL Secured Parties, agrees that each of them shall take such actions as the Term Loan Exit Convertible Notes Representative shall reasonably request in connection with the exercise by the Term Loan Exit Convertible Notes Secured Parties of their rights set forth herein in respect of the Term Loan Exit Convertible Notes Priority CollateralCollateral (at the sole cost and expense of the Credit Parties). (b) In the event that the ABL Representative shall, in the exercise of its rights under the ABL Security Documents or otherwise, receive possession or control of any books and Records of any Loan Credit Party which contain information identifying or pertaining to the Term Loan Exit Convertible Notes Priority Collateral, the ABL Representative shall promptly notify the Term Loan Exit Convertible Notes Representative of such fact and, upon request from the Term Loan Exit Convertible Notes Representative and as promptly as practicable thereafter, either make available to the Term Loan Exit Convertible Notes Representative such books and Records for inspection and duplication or provide to the Term Loan Exit Convertible Notes Representative copies thereofthereof (at the sole cost and expense of the Credit Parties). In the event that the Term Loan Exit Convertible Notes Representative shall, in the exercise of its rights under the Term Loan Exit Convertible Notes Security Documents or otherwise, receive possession or control of any books and records of any Loan Credit Party which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Loan Exit Convertible Notes Representative shall promptly notify the ABL Representative Agent of such fact and, upon request from the ABL Representative and as promptly as practicable thereafter, either make available to the ABL Representative such books and records for inspection and duplication or provide the ABL Representative copies thereofthereof (at the sole cost and expense of the Credit Parties). The ABL Exit Convertible Notes Representative hereby irrevocably grants the Term Loan ABL Representative a non-exclusive worldwide license or right to use, to the maximum extent permitted by consistent with applicable law and law, to the extent of the Exit Convertible Notes Representative ‘s interest therein and reasonably requested by the ABL Representative’s interest therein, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Loan Credit Parties in order for Term Loan ABL Representative and Term Loan ABL Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Term Loan ABL Priority Collateral in connection with the liquidation, disposition or realization upon the Term Loan ABL Priority Collateral in accordance with the terms and conditions of the Term Loan ABL Security Documents and the other Term Loan ABL Documents. The Exit Convertible Notes Representative agrees that any sale, transfer or other disposition of any of the Credit Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the ABL Representative’s rights as set forth in this Section 3.4. The ABL Representative hereby irrevocably grants the Exit Convertible Notes Representative a non-exclusive worldwide license or right to use, consistent with applicable law, to the extent of the ABL Representative’s interest therein and reasonably requested by the Exit Convertible Notes Representative, exercisable without payment of royalty or other compensation, to use any of the Intellectual Property now or hereafter owned by, licensed to, or otherwise used by the Credit Parties in order for Exit Convertible Notes Representative and Exit Convertible Notes Secured Parties to purchase, use, market, repossess, possess, store, assemble, manufacture, process, sell, transfer, distribute or otherwise dispose of any asset included in the Exit Convertible Notes Priority Collateral in connection with the liquidation, disposition or realization upon the Exit Convertible Notes Priority Collateral in accordance with the terms and conditions of the Exit Convertible Notes Security Documents and the other Exit Convertible Notes Documents. The ABL Representative agrees that any sale, transfer or other disposition of any of the Loan Credit Parties’ Intellectual Property (whether by foreclosure or otherwise) will be subject to the Term Loan Exit Convertible Notes Representative’s rights as set forth in this Section 3.4. (c) If the Exit Convertible Notes Representative, or any agent or representative of the Exit Convertible Notes Representative, or any receiver, shall, after the commencement of any Enforcement Action, obtain possession or physical control of any of the Exit Convertible Notes Priority Collateral, the Exit Convertible Notes Representative shall promptly notify the ABL Representative in writing of that fact, and the ABL Representative shall, within ten (10) Business Days thereafter, notify the Exit Convertible Notes Representative in writing as to whether the ABL Representative desires to exercise access rights under this Agreement. In addition, if the ABL Representative, or any agent or representative of the ABL Representative, or any receiver, shall obtain possession or physical control of any of the Exit Convertible Notes Priority Collateral in connection with an Enforcement Action, then the ABL Representative shall promptly notify the Exit Convertible Notes Representative that the ABL Representative is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the ABL Representative to the Exit Convertible Notes Representative, the ABL Representative and the Exit Convertible Notes Representative shall confer in good faith to coordinate with respect to the ABL Representative’s exercise of such access rights, with such access rights to apply to any parcel or item of Exit Convertible Notes Priority Collateral access to which is reasonably necessary to enable the ABL Representative during normal business hours to convert ABL Priority Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such ABL Priority Collateral to a point where such conversion can occur, to otherwise prepare ABL Priority Collateral for sale and/or to arrange or effect the sale of ABL Priority Collateral, all in accordance with the manner in which such matters are completed in the ordinary course of business. Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Exit Convertible Notes Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items. During any pertinent Access Period, (i) the ABL Representative and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free right to use, the relevant parcel or item of the Exit Convertible Notes Priority Collateral for the purposes described above and (ii) the ABL Representative shall be obligated hereunder to reimburse the Exit Convertible Notes Representative for all operating costs of such Exit Convertible Notes Priority Collateral incurred after the commencement of the relevant Access Period (it being understood that operating costs shall not include insurance) to the extent (x) incurred as a result of the exercise by the ABL Representative of its access rights and (y) actually paid by the Exit Convertible Notes Representative or the Exit Convertible Notes Secured Parties. The ABL Representative shall take proper and reasonable care under the circumstances of any Exit Convertible Notes Priority Collateral that is used by the ABL Representative during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the ABL Representative or its agents, representatives or designees, and leave the Exit Convertible Notes Priority Collateral in substantially the same condition as it was at the commencement of the occupancy, use or control by the ABL Representative or its agents, representatives or designees (ordinary wear-and-tear excepted), and the ABL Representative shall comply with all applicable laws in all material respects in connection with its use or occupancy or possession of the ABL Priority Collateral. The ABL Representative shall indemnify and hold harmless the Exit Convertible Notes Representative and the Exit Convertible Noteholders for any injury or damage to Persons or property (ordinary wear-and-tear excepted) and for any losses, claims, liabilities or expenses directly resulting from the occupancy, use or control by the ABL Representatives or its agents, representatives or designees or by the acts or omissions of Persons under its control; provided, however, that the ABL Representative and the ABL Creditors will not be liable for any diminution in the value of Exit Convertible Notes Priority Collateral caused by the absence of the ABL Priority Collateral therefrom. The ABL Representative and the Exit Convertible Notes Representative shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Exit Convertible Notes Representative to show the Exit Convertible Notes Priority Collateral to prospective purchasers and to ready the Exit Convertible Notes Priority Collateral for sale. Consistent with the definition of the term “Access Period,” if any order or injunction is issued or stay is granted or is otherwise effective by operation of law that prohibits the ABL Representative from exercising any of its rights hereunder, then the Access Period granted to the ABL Representative under this Section 3.4 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.4. The Exit Convertible Notes Representative shall not foreclose or otherwise sell, remove or dispose of any of the Exit Convertible Notes Priority Collateral during the Access Period with respect to such Exit Convertible Notes Priority Collateral if the ABL Representative (acting in good faith) informs the Exit Convertible Notes Representative in writing that such Exit Convertible Notes Priority Collateral is reasonably necessary to enable the ABL Representative to convert, transport or arrange to sell the ABL Priority Collateral as described above; provided, however, that nothing contained in this Agreement shall restrict the Exit Convertible Notes Representative from foreclosing or otherwise selling, removing, transferring or disposing of any Exit Convertible Notes Priority Collateral prior to the expiration of the Access Period if the purchaser, assignee or transferee agrees to be bound by the provisions of this Section 3.4(c) in writing (for the benefit of the ABL Representative and the ABL Secured Parties).