Common use of Exercise of Remedies – Collateral Access Rights Clause in Contracts

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Collateral Agent agree not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Agent, and (ii) any Insolvency or Liquidation Proceeding is commenced by or against any Grantor that has not been dismissed. (b) If the Notes Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate Assets, the Notes Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires to exercise access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets at differing times, in which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Collateral Agent as provided in Section 3.2(b), the Access Period shall commence for the subject parcel of Real Estate Assets. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Collateral, including the production, completion, packaging, shipping and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Collateral that is used by the US Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Collateral 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 the Notes Collateral Agent to commence foreclosure of the Notes Mortgages or to show the Notes Collateral to prospective purchasers and to ready the Notes Collateral for sale. (d) If the Notes Collateral Agent shall foreclose or otherwise sell any of the Notes Collateral, the Notes Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Agent, Collateral Agent Trustee and the Notes Collateral Agent Secured Debt Representatives agree not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Trustee or the Revolving Credit Agent, as the case may be. Subject to the provisions of Sections 3.1 and (ii) 3.2 above, either the Revolving Credit Agent or the Collateral Trustee may, to the extent permitted by applicable law, join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by the other Person to enforce Liens on the Collateral, provided that neither such Person, nor the Revolving Credit Claimholders or against any Grantor that Secured Debt Claimholders, as the case may be, shall interfere with the Enforcement actions of the other with respect to Collateral in which such party or its Secured Debt Representative has not been dismissedthe benefit of the priority Lien in accordance herewith. (b) If the Notes Collateral Agent, Trustee or any agent Secured Debt Representative or representative any of the Notes Collateral Agenttheir respective agents or representatives, or any third party pursuant to any Enforcement undertaken by the Notes Collateral AgentTrustee or any Secured Debt Representative, as applicable, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes Collateral Trustee or such Secured Debt Representative, as applicable, shall promptly notify the Revolving Credit Agent and each Priority Lien Representative of that fact and the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, each Priority Lien Representative) shall, within ten (10) Business Days thereafter, notify Collateral Trustee or Secured Debt Representative or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent Trustee or such Secured Debt Representative, as applicable, in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, each Priority Lien Representative) desires to exercise (or in the case of a Priority Lien Representative, cause the Collateral Trustee to exercise on behalf of the Priority Lien Claimholders) access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s (or Collateral Trustee’s) exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing timestimes (i.e. the Collateral Trustee may obtain possession of one plant at a different time than it obtains possession of other properties), in which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Collateral Agent Trustee or the relevant Secured Debt Representative as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Period, Revolving Credit Collateral Agent may have had access and/or use (or, following the Discharge of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Revolving Credit Obligations, the US Revolving Credit Collateral Agent Trustee on behalf of each Priority Lien Claimholder) and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Shared Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period Period, Revolving Credit Agent (or period prior to an Access Period)or, following the Discharge of Revolving Credit Obligations, the US Revolving Credit Collateral Agent Trustee on behalf of each Priority Lien Claimholder) and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Collateral. The US Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Collateral Agent Trustee on behalf of each Priority Lien Claimholder) shall take proper care of any Notes Shared Collateral that is used by the US Revolving Credit Collateral Agent it during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Shared Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders (or, following the Discharge of Revolving Obligations, each Priority Lien Representative instructing the Collateral Trustee to act on its behalf) shall indemnify and hold harmless the Notes Collateral Agent and Trustee or the Notes relevant Secured Debt Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Agent, Collateral Agent Trustee and the Notes Collateral Agent each Secured 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 the Notes Collateral Agent Trustee or any Secured Debt Representative to commence foreclosure of the Notes Parity Lien Mortgages or Priority Lien Mortgages or to show the Notes Shared Collateral to prospective purchasers and to ready the Notes Shared Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits Revolving Credit Agent (or, following the Notes Discharge of Revolving Credit Obligations, the Collateral Agent Trustee, acting pursuant to instructions from a Priority Lien Representative) from exercising any of its rights hereunder, then at Revolving Credit Agent’s (or, following the Discharge of Revolving Credit Obligations, the respective Priority Lien Representative’s) option, the Access Period granted under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If the Collateral Trustee or any Secured Debt Representative shall foreclose or otherwise sell any of the Notes Shared Collateral, the Notes Collateral Agent such Person will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent Trustee and the US Secured Debt Representatives that Revolving Credit Collateral Agent that (or, following the US Discharge of Revolving Credit Obligations, the Collateral Agent Trustee on behalf of the Priority Lien Claimholders) shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Collateral Agent Trustee on behalf of the Priority Lien Claimholders), contemplated by this Section 33.3. The Collateral Trustee and each Secured Debt Representative consents to such easement and to the recordation of the Collateral Access Easement Agreement substantially in the form attached as Exhibit B hereto in the relevant real estate documents with respect to each parcel of Real Estate that is to be hereafter subject to either a Priority Lien Mortgage or Parity Lien Mortgage and agrees, upon request by Revolving Collateral Agent (or, following the Discharge of Revolving Credit Obligations, the Collateral Trustee on behalf of the Priority Lien Claimholders), to execute and permit the recording of the Subordination of Mortgage/Deed of Trust, substantially in the form attached as Exhibit C hereto. Revolving Credit Agent and each Priority Lien Representative each agrees that upon either a Discharge of Revolving Credit Obligations or a Discharge of Priority Lien Obligations, as the case may be, or upon the expiration of the final Access Period with respect to any parcel of property covered by a Priority Lien Mortgage or Parity Lien Mortgage, it shall, upon request, execute and deliver to the Collateral Trustee, or if a Discharge of Secured Debt Obligations has occurred, to the respective Grantor, such documentation, in recordable form, as may reasonably be requested to terminate any and all rights of the Revolving Credit Agent with respect to such Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral ABL Agent and the Notes Collateral Agent agree agrees not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agent. Subject to the provisions of Section 3.1, and (ii) the Collateral Agent may, to the extent permitted by applicable law, join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by or against any Grantor the ABL Agent to enforce Liens on the ABL First Lien Collateral; provided that has not been dismissedneither the Collateral Agent nor the Note Claimholders shall interfere with the Enforcement actions of the ABL Agent with respect to the ABL First Lien Collateral. (b) If the Notes Collateral Agent, Agent or any agent of its agents or representative of the Notes Collateral Agentrepresentatives, or any third party pursuant to any Enforcement undertaken by the Notes Collateral Agent, Agent or any receiver, shall obtain possession or physical control of any item of the Real Estate AssetsNoteholder First Lien Collateral (including any contracts, documents, books, records and other information with respect to any Noteholder First Lien Mortgaged Property), the Notes Collateral Agent shall promptly notify in writing the ABL Agent of that fact and the ABL Agent shall, within ten (10) Business Days thereafter, notify in writing the Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent Agent, as applicable, in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it the ABL Agent desires to exercise access rights under this AgreementAgreement for any purpose permitted under the ABL Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit ABL Agent’s exercise of such access rights. (c) The Collateral Agent agrees not to commence Enforcement until an Enforcement Notice has been given to the ABL Agent by the Collateral Agent. Subject to the provisions of Section 3.2, the ABL Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the Collateral Agent to enforce Liens on the Noteholder First Lien Collateral, provided that neither the ABL Agent nor the ABL Secured Parties shall interfere with the Enforcement actions of the Collateral Agent with respect to the Noteholder First Lien Collateral. (d) If the ABL Agent or any of its agents or representatives, or any third party pursuant to any Enforcement undertaken by the ABL Agent or receiver, shall obtain possession or physical control of any item of ABL First Lien Collateral (including any contracts, documents, books, records and other information with respect to the Noteholder First Lien Collateral or any ABL First Lien Mortgaged Property), the ABL Agent shall promptly notify in writing the Collateral Agent of that fact and the Collateral Agent shall, within ten (10) Business Days thereafter, notify in writing the ABL Agent or, if applicable, any such third party (at such address to be provided by the ABL Agent in connection with the applicable Enforcement), as to whether the Collateral Agent desires to exercise access rights under this Agreement for any purpose permitted under the Noteholder Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the Collateral Agent’s exercise of such access rights. (e) Upon delivery of notice to the Collateral Agent as provided in Section 3.3(b), the ABL Access Period shall commence for the subject parcel of Noteholder Mortgaged Property. During the ABL Access Period, the ABL Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use the applicable Noteholder Mortgaged Property for the purpose of arranging for and effecting the sale or disposition of ABL First Lien Collateral and, following the Discharge of Noteholder Obligations, all of the Collateral at that location, it being understood that the ABL Secured Parties shall not have a right to mine or extract any minerals located at any Noteholder Mortgaged Property until after the Discharge of Noteholder Obligations. During any such ABL Access Period, the ABL Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the ABL First Lien Collateral, as well as to engage in bulk sales of ABL First Lien Collateral. The ABL Agent shall (i) take proper care of any Noteholder Mortgaged Property that is used by it during the ABL Access Period, (ii) promptly repair and replace any damage (ordinary wear-and-tear excepted) caused by it or its agents, representatives or designees, (iii) comply with all applicable laws in connection with its use or occupancy of the Noteholder Mortgaged Property and (iv) leave such Noteholder Mortgaged Property in substantially the same condition as it was at the commencement of the ABL Access Period. The Collateral Agent shall not bear any expense for any of the actions in the preceding sentence. The ABL Agent and the Collateral Agent shall cooperate and use reasonable efforts to ensure that their activities during the ABL Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Collateral Agent or any Note Claimholders to commence foreclosure of the Noteholder Mortgaged Property or to show the Noteholder First Lien Collateral and any Noteholder Mortgaged Property to prospective purchasers and to ready the Noteholder First Lien Collateral and any Noteholder Mortgaged Property for sale. Access rights may apply to differing parcels of Real Estate Assets Noteholder Mortgaged Property at differing timestimes (i.e. the Collateral Agent may obtain possession of one property at a different time than it obtains possession of other properties), in which case, a differing ABL Access Period may apply to each such property. If the Collateral Agent forecloses or otherwise sells any of such Noteholder Mortgaged Property, the Collateral Agent will notify the buyer thereof of the existence of this Agreement and obtain a written acknowledgement from such buyer, in form and substance satisfactory to the ABL Agent, that the buyer is acquiring such Noteholder Mortgaged Property subject to the access rights of the ABL Agent under this Section 3.3. (cf) Upon delivery of notice to the Notes Collateral ABL Agent as provided in Section 3.2(b3.3(d), the Noteholder Access Period shall commence for the subject parcel of Real Estate AssetsABL Mortgaged Property. During the Noteholder Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, use the Notes Collateral ABL Mortgaged Property for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Noteholder First Lien Collateral and, following the Discharge of ABL Obligations, all of the Collateral, including at that location, it being understood that the production, completion, packaging, shipping and other preparation Note Claimholders shall not have a right to mine or extract any minerals located at any ABL Mortgaged Property until after the Discharge of such Revolving Credit Primary Collateral for sale or dispositionABL Obligations. During any such Access Period (or period prior to an Noteholder Access Period), the US Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Noteholder First Lien Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Noteholder First Lien Collateral. The US Revolving Credit Collateral Agent shall (i) take proper care of any Notes Collateral ABL Mortgaged Property that is used by the US Revolving Credit Collateral Agent it during the Noteholder Access Period and Period, (ii) promptly repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall designees, (iii) comply with all applicable laws in connection with its use or occupancy of the Notes CollateralABL Mortgaged Property and (iv) leave such ABL Mortgaged Property in substantially the same condition as it was at the commencement of the Noteholder Access Period. The US Revolving Credit Collateral ABL Agent shall not bear any expense for any of the actions in the preceding sentence. The ABL Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Collateral Agent shall cooperate and use reasonable efforts to ensure that their activities during the Noteholder Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Notes Collateral ABL Agent to commence foreclosure of the Notes Mortgages ABL Mortgaged Property or to show the Notes ABL First Lien Collateral and any ABL Mortgaged Property to prospective purchasers and to ready the Notes ABL First Lien Collateral and any ABL Mortgaged Property for sale. . Access rights may apply to differing parcels of ABL Mortgaged Property at differing times (d) i.e. the ABL Agent may obtain possession of one property at a different time than it obtains possession of other properties), in which case, a differing Noteholder Access Period may apply to each such property. If the Notes Collateral ABL Agent shall foreclose forecloses or otherwise sell sells any of the Notes Collateralsuch ABL Mortgaged Property, the Notes Collateral ABL Agent will notify the buyer thereof of the existence of this Agreement and obtain a written acknowledgement from such buyer, in form and substance satisfactory to the Collateral Agent, that the buyer is acquiring such Notes Collateral ABL Mortgaged Property subject to the terms access rights of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by under this Section 33.3.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit ABL Collateral Agent and the Notes Fixed Asset Collateral Agent Agents agree not to commence any Collateral Enforcement Action until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agent. Subject to the provisions of Sections 3.01 and 3.02 above, either Collateral Agent may join in any judicial proceedings commenced by the other Collateral Agent to enforce Liens on the Collateral; provided that neither Collateral Agent, and (ii) any Insolvency nor the ABL Claimholders or Liquidation Proceeding is commenced by or against any Grantor that the Fixed Asset Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes any Fixed Asset Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Fixed Asset Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes such Fixed Asset Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit ABL Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the US Revolving Credit ABL Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Controlling Fixed Asset Collateral Agent as to whether it the ABL Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit ABL Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Fixed Asset Collateral Agents shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Fixed Asset Collateral Documents and in the manner provided herein. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such property. In the event that the ABL Collateral Agent elects to exercise its access rights as provided in this Agreement, each Fixed Asset Collateral Agent agrees, for itself and on behalf of the applicable Fixed Asset Claimholders, that in the event that any Fixed Asset Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the ABL Collateral Agent, the Fixed Asset Collateral Agents shall (i) provide access rights to the ABL Collateral Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the ABL Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall ensure that the purchaser or other transferee of such Mortgaged Premises provides the ABL Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to the ABL for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Notes Controlling Fixed Asset Collateral Agent as provided in Section 3.2(b3.03(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit ABL Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Priority Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Priority Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Priority Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit ABL Collateral Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Priority Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Priority Collateral. The US Revolving Credit ABL Collateral Agent shall take proper care of any Notes Fixed Asset Priority Collateral that is used by the US Revolving Credit ABL Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit ABL Collateral Agent or its agents, representatives or designees and the US Revolving Credit ABL Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Priority Collateral. The US Revolving Credit ABL Collateral Agent and the Revolving Credit ABL Claimholders shall (to the extent that there are sufficient available proceeds of ABL Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Fixed Asset Collateral Agent Agents and the Notes Fixed Asset Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit ABL Collateral Agent and the Notes Fixed Asset Collateral Agent Agents 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 Notes Fixed Asset Collateral Agent to commence foreclosure of the Notes Mortgages or Agents to show the Notes Fixed Asset Priority Collateral to prospective purchasers and to ready the Notes Fixed Asset Priority Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes ABL Collateral Agent from exercising any of its rights hereunder, then at the ABL Collateral Agent’s option, the Access Period granted to the ABL Collateral Agent under this Section 3.03 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.03. If any Fixed Asset Collateral Agent shall foreclose or otherwise sell any of the Notes Fixed Asset Priority Collateral, the Notes such Fixed Asset Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Priority Collateral subject to the terms of this Agreement. (e) The Fixed Asset Collateral Agents (in the case of any Additional Fixed Asset Collateral Agent, to the extent such access rights have been granted to such Collateral Agent) and, to the extent such rights have been granted by the Grantors hereby under any Initial Fixed Asset Documents, the Grantors, agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit ABL Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit ABL Collateral Agent contemplated by this Section 33.03. Each Fixed Asset Collateral Agent consents to such easement and to the recordation of a collateral access easement agreement, in form and substance reasonably acceptable to the Controlling Fixed Asset Collateral Agent, in the relevant real estate records with respect to each parcel of real property that is now or hereafter subject to a Fixed Asset Mortgage. The ABL Collateral Agent agrees that upon either the occurrence of the Discharge of ABL Obligations or the expiration of the final Access Period with respect to any parcel of property covered by a Fixed Asset Mortgage, it shall, upon request, execute and deliver to the Controlling Fixed Asset Collateral Agent, or if a Discharge of Fixed Asset Obligations has occurred, to the respective Grantor, such documentation, in recordable form, as may reasonably be requested to terminate any and all rights with respect to such Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent Agents agree not to commence any Collateral Enforcement Action until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agent. Subject to the provisions of Sections 3.1 and 3.2 above, either Collateral Agent may join in any judicial proceedings commenced by the other Collateral Agent to enforce Liens on the Collateral, provided that neither Collateral Agent, and (ii) any Insolvency nor the Revolving Credit Claimholders or Liquidation Proceeding is commenced by or against any Grantor that the Fixed Asset Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes any Fixed Asset Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Fixed Asset Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes such Fixed Asset Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Controlling Fixed Asset Collateral Agent as to whether it the Revolving Credit Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Fixed Asset Collateral Agents shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Fixed Asset Collateral Documents and in the manner provided herein. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such property. In the event that the Revolving Credit Collateral Agent elects to exercise its access rights as provided in this Agreement, each Fixed Asset Collateral Agent agrees, for itself and on behalf of the applicable Fixed Asset Claimholders, that in the event that any Fixed Asset Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the Revolving Credit Collateral Agent, the Fixed Asset Collateral Agents shall (i) provide access rights to the Revolving Credit Collateral Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the Revolving Credit Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall ensure that the purchaser or other transferee of such Mortgaged Premises provides the Revolving Credit Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to such Mortgaged Premises for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Notes Controlling Fixed Asset Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Fixed Asset Collateral that is used by the US Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of ABL Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Fixed Asset Collateral Agent Agents and the Notes Fixed Asset Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent Agents 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 Notes Fixed Asset Collateral Agent to commence foreclosure of the Notes Mortgages or Agents to show the Notes Fixed Asset Collateral to prospective purchasers and to ready the Notes Fixed Asset Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes Revolving Credit Collateral Agent from exercising any of its rights hereunder, then at the Revolving Credit Collateral Agent’s option, the Access Period granted to the Revolving Credit Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If any Fixed Asset Collateral Agent shall foreclose or otherwise sell any of the Notes Fixed Asset Collateral, the Notes such Fixed Asset Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Fixed Asset Collateral Agent and the US Revolving Credit Collateral Agent Agents that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 33.3. Each Fixed Asset Collateral Agent consents to such easement and to the recordation of a collateral access easement agreement, in form and substance reasonably acceptable to the Controlling Fixed Asset Collateral Agent, in the relevant real estate records with respect to each parcel of real property that is now or hereafter subject to a Fixed Asset Mortgage. The Revolving Credit Collateral Agent agrees that upon either a Discharge of Revolving Credit Obligations or the expiration of the final Access Period with respect to any parcel of property covered by a Fixed Asset Mortgage, it shall, upon request, execute and deliver to the Controlling Fixed Asset Collateral Agent, or if a Discharge of Fixed Asset Obligations has occurred, to the respective Grantor, such documentation, in recordable form, as may reasonably be requested to terminate any and all rights with respect to such Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent Agents agree not to commence any Collateral Enforcement Action until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agent. Subject to the provisions of Sections 3.1 and 3.2 above, either Collateral Agent may join in any judicial proceedings commenced by the other Collateral Agent to enforce Liens on the Collateral, provided that neither Collateral Agent, and (ii) any Insolvency nor the Revolving Credit Claimholders or Liquidation Proceeding is commenced by or against any Grantor that the Fixed Asset Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes any Fixed Asset Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Fixed Asset Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes such Fixed Asset Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Controlling Fixed Asset Collateral Agent as to whether it the Revolving Credit Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Fixed Asset Collateral Agents shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Fixed Asset Collateral Documents and in the manner provided herein. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such property. In the event that the Revolving Credit Collateral Agent elects to exercise its access rights as provided in this Agreement, each Fixed Asset Collateral Agent agrees, for itself and on behalf of the applicable Fixed Asset Claimholders, that in the event that any Fixed Asset Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the Revolving Credit Collateral Agent, the Fixed Asset Collateral Agents shall (i) provide access rights to the Revolving Credit Collateral Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the Revolving Credit Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall ensure that the purchaser or other transferee of such Mortgaged Premises provides the Revolving Credit Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to the Mortgaged Premises for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Notes Controlling Fixed Asset Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Fixed Asset Collateral that is used by the US Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of ABL Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Fixed Asset Collateral Agent Agents and the Notes Fixed Asset Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent Agents 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 Notes Fixed Asset Collateral Agent to commence foreclosure of the Notes Mortgages or Agents to show the Notes Fixed Asset Collateral to prospective purchasers and to ready the Notes Fixed Asset Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes Revolving Credit Collateral Agent from exercising any of its rights hereunder, then at the Revolving Credit Collateral Agent’s option, the Access Period granted to the Revolving Credit Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If any Fixed Asset Collateral Agent shall foreclose or otherwise sell any of the Notes Fixed Asset Collateral, the Notes such Fixed Asset Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Each Fixed Asset Collateral Agent consents to such easement and to the US recordation of a collateral access easement agreement, in form and substance reasonably acceptable to the Controlling Fixed Asset Collateral Agent, in the relevant real estate records with respect to each parcel of real property that is now or hereafter subject to a Fixed Asset Mortgage. The Revolving Credit Collateral Agent agrees that the US upon either a Discharge of Revolving Credit Obligations or the expiration of the final Access Period with respect to any parcel of property covered by a Fixed Asset Mortgage, it shall, upon request, execute and deliver to the Controlling Fixed Asset Collateral Agent shall have accessAgent, during or if a Discharge of Fixed Asset Obligations has occurred, to the Access Periodrespective Grantor, such documentation, in recordable form, as described herein may reasonably be requested to terminate any and each all rights with respect to such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral ABL Agent and the Notes Collateral Agent agree agrees not to commence any initial Enforcement action until the earlier of the date on which (i) an Enforcement Notice has been given to the other AgentPriority Lien Debt Collateral Agents. Subject to the provisions of Section 3.1 and the Senior-Junior Intercreditor Agreement (if any), and (ii) the Priority Lien Debt Collateral Agents may, to the extent permitted by applicable law, join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by or against any Grantor the ABL Agent to enforce Liens on the ABL Collateral; provided that has not been dismissedno Priority Lien Claimholder shall interfere with the Enforcement actions of the ABL Agent with respect to the ABL Collateral. (b) If the Notes any Priority Lien Debt Collateral AgentAgent or Priority Lien Claimholder or any of their respective agents or representatives, or any agent third party pursuant to any Enforcement undertaken by any Priority Lien Debt Collateral Agent or representative Priority Lien Claimholder or receiver, shall obtain possession or physical control of any item of Shared Collateral (including, without limitation, any contracts, documents, books, records and other information with respect to the Notes ABL Collateral or any Mortgaged Premises or IP Collateral), such Priority Lien Debt Collateral Agent or Priority Lien Claimholder shall promptly notify the ABL Agent in writing of that fact, and the ABL Agent shall, within ten (10) Business Days thereafter, notify in writing the Priority Lien Debt Collateral Agents or, if applicable, any such other party (at such address to be provided by such Priority Lien Debt Collateral Agents, as applicable, in connection with the applicable Enforcement), as to whether the ABL Agent desires to exercise access rights under this Agreement (including with respect to any Mortgaged Premises) for any purpose permitted under the ABL Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the ABL Agent’s exercise of such access rights. (c) Each Priority Lien Debt Collateral Agent agrees not to commence any initial Enforcement action until an Enforcement Notice has been given to the ABL Agent by the Controlling Priority Lien Collateral Agent. Subject to the provisions of Section 3.2, the ABL Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by any Priority Lien Debt Collateral Agent to enforce Liens on the Shared Collateral; provided that neither the ABL Agent nor the ABL Claimholders shall interfere with the Enforcement actions of such Priority Lien Debt Collateral Agent with respect to the Shared Collateral. (d) If the ABL Agent or any of its agents or representatives, or any third party pursuant to any Enforcement undertaken by the Notes Collateral Agent, ABL Agent or any receiver, shall obtain possession or physical control of any item of ABL Collateral (including without limitation, any contracts, documents, books, records and other information with respect to the Real Estate AssetsShared Collateral), the Notes ABL Agent shall promptly notify the Priority Lien Debt Collateral Agents in writing of that fact and the Controlling Priority Lien Collateral Agent shall, within ten (10) Business Days thereafter, notify the ABL Agent in writing or, if applicable, any such third party (at such address to be provided by the Notes Collateral ABL Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it the Controlling Priority Lien Collateral Agent desires to exercise access rights under this AgreementAgreement for any purpose permitted under the Priority Lien Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Controlling Priority Lien Collateral Agent’s Agent exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets at differing times, in which case, a differing Access Period may apply to each such property. (ce) Upon delivery of written notice to the Notes Controlling Priority Lien Collateral Agent (with copies to the other Priority Lien Debt Collateral Agents) as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral ABL Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, use the Notes Collateral Mortgaged Premises for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Collateral, including the production, completion, packaging, shipping and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral ABL Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Collateral. The US Revolving Credit Collateral ABL Agent shall (i) take proper care of any Notes Collateral Mortgaged Premise that is used by the US Revolving Credit Collateral Agent it during the Access Period and Period, (ii) repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall designees, (iii) comply with all applicable laws in connection with its use or occupancy of the Notes CollateralMortgaged Premises and (iv) leave such Mortgaged Premises in substantially the same condition as it was at the commencement of the Access Period. No Priority Lien Claimholder shall bear any expense for any of the actions in the preceding sentence. The US Revolving Credit Collateral ABL Agent and the Revolving Credit ABL Claimholders shall indemnify and hold harmless the Notes Collateral Priority Lien Claimholders from any claim, loss, damage, cost or liability suffered by any such Person and arising directly from the ABL Agent’s use or occupancy of the Mortgaged Premises, except to the extent caused by any such Person’s gross negligence or willful misconduct. The ABL Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes each Priority Lien Debt Collateral 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 the Notes any Priority Lien Debt Collateral Agent to commence foreclosure of the Notes Priority Lien Mortgages or to show the Notes Shared Collateral to prospective purchasers and to ready the Notes Shared Collateral for sale. . Access rights may apply to differing parcels of Mortgaged Premises at differing times (d) If the Notes Collateral Agent shall foreclose or otherwise sell any of the Notes Collaterali.e., the Notes Priority Lien Debt Collateral Agent will notify the buyer thereof Agents may obtain possession of the existence one premises at a different time than it obtains possession of this Agreement and that the buyer is acquiring such Notes Collateral subject other properties), in which case, a differing Access Period may apply to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3property.

Exercise of Remedies – Collateral Access Rights. (a) The US TheEach Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent agree not to commence any Collateral Enforcement Action until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agents. Subject to the provisions of Sections 3.1 and 3.2 above, any Collateral Agent may join in any judicial proceedings commenced by any other Collateral Agent to enforce Liens on the Collateral, provided that no Collateral Agent, and (ii) any Insolvency nor the Revolving Credit Claimholders or Liquidation Proceeding is commenced by or against any Grantor that the Fixed Asset Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes Fixed Asset Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Fixed Asset Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes Fixed Asset Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Designated Revolving Credit Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the US Designated Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Fixed Asset Collateral Agent as to whether it the Designated Revolving Credit Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Designated Revolving Credit Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Fixed Asset Collateral Agent shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Fixed Asset Collateral Documents and in the manner provided herein. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such property. In the event that the Designated Revolving Credit Collateral Agent elects to exercise its access rights as provided in this Agreement, the Fixed Asset Collateral Agent agrees, for itself and on behalf of the Fixed Asset Claimholders, that in the event that any Fixed Asset Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the Designated Revolving Credit Collateral Agent, the Fixed Asset Collateral Agent shall (i) provide access rights to the Revolving Credit Collateral AgentAgents for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the Designated Revolving Credit Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall request that the purchaser or other transferee of such Mortgaged Premises agree to provide theeach Revolving Credit Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to theeach Revolving Credit Collateral Agent for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Notes Fixed Asset Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US theeach Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US theeach Revolving Credit Collateral Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Collateral. The US TheEach Revolving Credit Collateral Agent shall take proper care of any Notes Fixed Asset Priority Collateral that is used by the US thesuch Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US thesuch Revolving Credit Collateral Agent or its agents, representatives or designees and the US theeach Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Priority Collateral. The US TheEach Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of ABL Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Fixed Asset Collateral Agent and the Notes Fixed Asset Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US TheEach Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral 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 the Notes Fixed Asset Collateral Agent to commence foreclosure of the Notes Mortgages or to show the Notes Fixed Asset Priority Collateral to prospective purchasers and to ready the Notes Fixed Asset Priority Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits theany Revolving Credit Collateral Agent from exercising any of its rights hereunder, then at thesuch Revolving Credit Collateral Agent’s option, the Notes Access Period granted to thesuch Revolving Credit Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If the Fixed Asset Collateral Agent shall foreclose or otherwise sell any of the Notes Fixed Asset Priority Collateral, the Notes Fixed Asset Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Priority Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Revolver Agent agrees not to instruct or otherwise cause Collateral Agent and the Notes Collateral Agent agree not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Term Loan Agent by the Revolver Agent. Subject to the provisions of Section 4.4, and (ii) the Term Loan Agent may, to the extent permitted by applicable law, join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by or against any Grantor the Collateral Agent to enforce Liens on the Revolver Priority Collateral; provided that has not been dismissedneither the Term Loan Agent nor the Term Loan Lenders shall interfere with the Enforcement actions of the Collateral Agent with respect to the Revolver Priority Collateral. (b) If the Notes Collateral Agent, Agent or any agent of its agents or representative of the Notes Collateral Agentrepresentatives, or any third party pursuant to any Enforcement undertaken by or on behalf of the Notes Collateral Agent, Term Loan Agent or any receiver, shall obtain possession or physical control of any item of the Real Estate AssetsTerm Loan Priority Collateral (including any contracts, documents, books, records and other information with respect to any Term Loan Priority Mortgaged Property), the Notes Collateral Agent shall promptly notify in writing the Revolver Agent of that fact and the Revolver Agent shall, within ten (10) Business Days thereafter, notify in writing the Term Loan Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent Term Loan Agent, as applicable, in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it the Revolver Agent desires the Collateral Agent to exercise access rights under this AgreementAgreement for any purpose permitted under the Revolver Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Revolver Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets at differing times, in which case, a differing Access Period may apply to each such property. (c) The Term Loan Agent agrees not to instruct or otherwise cause Collateral Agent to commence Enforcement until an Enforcement Notice has been given to the Revolver Agent by the Term Loan Agent. Subject to the provisions of Section 4.5, the Revolver Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by or on behalf of the Collateral Agent to enforce Liens on the Term Loan Priority Collateral, provided that neither the Revolver Agent nor the Revolver Lenders shall interfere with the Enforcement actions of the Collateral Agent with respect to the Term Loan Priority Collateral. (d) If the Collateral Agent, or any of its agents or representatives, or any third party pursuant to any Enforcement undertaken by or on behalf of the Collateral Agent or receiver, shall obtain possession or physical control of any item of Revolver Priority Collateral (including any contracts, documents, books, records and other information with respect to the Term Loan Priority Collateral), the Collateral Agent shall promptly notify in writing the Term Loan Agent of that fact and the Term Loan Agent shall, within ten (10) Business Days thereafter, notify in writing the Collateral Agent, the Revolver Agent or, if applicable, any such third party (at such address to be 25 provided by the Revolver Agent in connection with the applicable Enforcement), as to whether the Term Loan Agent desires the Collateral Agent to exercise access rights under this Agreement for any purpose permitted under the Term Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the Term Loan Agent’s exercise of such access rights. (e) Upon delivery of notice to the Notes Collateral Term Loan Agent as provided in Section 3.2(b4.6(b), the Revolver Access Period shall commence for the subject parcel of Real Estate AssetsTerm Loan Priority Mortgaged Property. During the Revolver Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, use the Notes Collateral applicable Term Loan Priority Mortgaged Property for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary CollateralRevolver Priority Collateral and, including following the productionDischarge of Term Loan Obligations, completionall of the Collateral at that location, packaging, shipping and other preparation it being understood that the Revolver Secured Parties shall not have a right to direct the Collateral Agent to mine or extract any minerals located at any Mortgaged Property until after the Discharge of such Revolving Credit Primary Collateral for sale or dispositionTerm Loan Obligations. During any such Access Period (or period prior to an Revolver Access Period), the US Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf) (pursuant to an Authorized Revolver Act), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Revolver Priority Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Revolver Priority Collateral. The US Revolving Credit Collateral Agent shall (i) take proper care of any Notes Collateral Mortgaged Property that is used by the US Revolving Credit Collateral Agent it during the Revolver Access Period and Period, (ii) promptly repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall designees, (iii) comply with all applicable laws in connection with its use or occupancy of the Notes CollateralMortgaged Property and (iv) leave such Mortgaged Property in substantially the same condition as it was at the commencement of the Revolver Access Period, acknowledging that Revolver Priority Collateral may be removed therefrom. The US Revolving Credit Term Loan Agent shall not bear any expense for any of the actions in the preceding sentence. The Collateral Agent, the Revolver Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Collateral Term Loan Agent shall cooperate and use reasonable efforts to ensure that their activities during the Revolver Access Period as described above do not interfere materially with the activities of the other others as described above, including the right of the Notes Collateral Agent (pursuant to an Act of Term Loan Required Lenders) to commence foreclosure of the Notes Mortgages Mortgaged Property or to show the Notes Term Loan Priority Collateral and any Mortgaged Property to prospective purchasers and to ready the Notes Term Loan Priority Collateral and any Mortgaged Property for sale. . Access rights may apply to differing parcels of Mortgaged Property at differing times (d) i.e. the Collateral Agent, acting for Term Loan Agent, may obtain possession of one property at a different time than it obtains possession of other properties), in which case, a differing Revolver Access Period may apply to each such property. If the Notes Collateral Agent shall foreclose Agent, acting pursuant to an Act of Term Loan Required Lenders, forecloses or otherwise sell sells any of the Notes Collateralsuch Mortgaged Property, the Notes Collateral Agent will notify the buyer thereof of the existence of this Agreement and obtain a written acknowledgement from such buyer, in form and substance satisfactory to the Revolver Agent, that the buyer is acquiring such Notes Collateral Mortgaged Property subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any access rights of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Revolver Agent contemplated by under this Section 34.6.

Exercise of Remedies – Collateral Access Rights. (ai) The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent Agents agree not to commence any Collateral Enforcement Action until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agent. Subject to the provisions of Sections 3.1 and 3.2 above, either Collateral Agent may join in any judicial proceedings commenced by the other Collateral Agent to enforce Liens on the Collateral, provided that neither Collateral Agent, and (nor the Revolving Credit Claimholders or the Fixed Asset Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has the priority Lien in accordance herewith; provided further, that the Revolving Credit Collateral Agent shall not be required to provide an Enforcement Notice with respect to any Collateral Enforcement Action relating to the Foreign Collateral. ii) If any Insolvency or Liquidation Proceeding is commenced by or against any Grantor that has not been dismissed. (b) If the Notes Fixed Asset Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Fixed Asset Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes such Fixed Asset Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Controlling Fixed Asset Collateral Agent as to whether it the Revolving Credit Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Fixed Asset Collateral Agents shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Fixed Asset Collateral Documents and in the manner provided herein. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such property. In the event that the Revolving Credit Collateral Agent elects to exercise its access rights as provided in this Agreement, each Fixed Asset Collateral Agent agrees, for itself and on behalf of the applicable Fixed Asset Claimholders, that in the event that any Fixed Asset Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the Revolving Credit Collateral Agent, the Fixed Asset Collateral Agents shall (i) provide access rights to the Revolving Credit Collateral Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the Revolving Credit Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall ensure that the purchaser or other transferee of such Mortgaged Premises provides the Revolving Credit Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to such Mortgaged Premises for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (ciii) Upon delivery of notice to the Notes Controlling Fixed Asset Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Fixed Asset Collateral that is used by the US Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of ABL Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Fixed Asset Collateral Agent Agents and the Notes Fixed Asset Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent Agents 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 Notes Fixed Asset Collateral Agent to commence foreclosure of the Notes Mortgages or Agents to show the Notes Fixed Asset Collateral to prospective purchasers and to ready the Notes Fixed Asset Collateral for sale. (div) If any order or injunction is issued or stay is granted which prohibits the Notes Revolving Credit Collateral Agent from exercising any of its rights hereunder, then at the Revolving Credit Collateral Agent’s option, the Access Period granted to the Revolving Credit Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If any Fixed Asset Collateral Agent shall foreclose or otherwise sell any of the Notes Fixed Asset Collateral, the Notes such Fixed Asset Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Collateral subject to the terms of this Agreement. (ev) The Grantors hereby agree with the Notes Fixed Asset Collateral Agent and the US Revolving Credit Collateral Agent Agents that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 33.3. Each Fixed Asset Collateral Agent consents to such easement and to the recordation of a collateral access easement agreement, in form and substance reasonably acceptable to the Controlling Fixed Asset Collateral Agent, in the relevant real estate records with respect to each parcel of real property that is now or hereafter subject to a Fixed Asset Mortgage. The Revolving Credit Collateral Agent agrees that upon either a Discharge of Revolving Credit Obligations or the expiration of the final Access Period with respect to any parcel of property covered by a Fixed Asset Mortgage, it shall, upon request, execute and deliver to the Controlling Fixed Asset Collateral Agent, or if a Discharge of Fixed Asset Obligations has occurred, to the respective Grantor, such documentation, in recordable form, as may reasonably be requested to terminate any and all rights with respect to such Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral ABL Agent and the Notes Collateral Agent agree agrees not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other AgentCollateral Trustee. Subject to the provisions of Section 3.1, and (ii) the Collateral Trustee may, to the extent permitted by applicable law, join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by or against any Grantor the ABL Agent to enforce Liens on the ABL Collateral; provided that has not been dismissedneither the Collateral Trustee nor the Secured Debt Claimholders shall interfere with the Enforcement actions of the ABL Agent with respect to the ABL Collateral. (b) If the Notes Collateral Agent, Trustee or any agent Secured Debt Representative or representative any of the Notes Collateral Agenttheir respective agents or representatives, or any third party pursuant to any Enforcement undertaken by the Notes Collateral AgentTrustee or any Secured Debt Representative, as applicable, or any receiver, shall obtain possession or physical control of any item of Shared Collateral (including without limitation, any contracts, documents, books, records and other information with respect to the ABL Collateral or any Mortgaged Premises), the Collateral Trustee or such Secured Debt Representative, as applicable, shall promptly notify the ABL Agent of that fact and the ABL Agent shall, within ten (10) Business Days thereafter, notify the Collateral Trustee or the Secured Debt Representative or, if applicable, any such third party (at such address to be provided by the Collateral Trustee or such Secured Debt Representative, as applicable, in connection with the applicable Enforcement), as to whether the ABL Agent desires to exercise access rights under this Agreement for any purpose permitted under the ABL Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the ABL Agent’s exercise of such access rights. (c) The Collateral Trustee agrees not to commence Enforcement until an Enforcement Notice has been given to the ABL Agent by the Collateral Trustee. Subject to the provisions of Section 3.2, the ABL Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the Collateral Trustee to enforce Liens on the Shared Collateral, provided that neither the ABL Agent nor the ABL Claimholders shall interfere with the Enforcement actions of the Real Estate AssetsCollateral Trustee with respect to the Shared Collateral. (d) If the ABL Agent or any of its agents or representatives, or any third party pursuant to any Enforcement undertaken by the ABL Agent or receiver, shall obtain possession or physical control of any item of ABL Collateral (including without limitation, any contracts, documents, books, records and other information with respect to the Shared Collateral), the Notes ABL Agent shall promptly notify the Collateral Trustee of that fact and the Collateral Trustee shall, within ten (10) Business Days thereafter, notify the ABL Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral ABL Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it the Collateral Trustee desires to exercise access rights under this AgreementAgreement for any purpose permitted under the Secured Debt Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral AgentTrustee’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets at differing times, in which case, a differing Access Period may apply to each such property. (ce) Upon delivery of notice to the Notes Collateral Agent Trustee or the relevant Secured Debt Representative as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral ABL Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, use the Notes Collateral Mortgaged Premises for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Collateral, including the production, completion, packaging, shipping and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral ABL Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Collateral. The US Revolving Credit Collateral ABL Agent shall (i) take proper care of any Notes Collateral Mortgaged Premise that is used by the US Revolving Credit Collateral Agent it during the Access Period and Period, (ii) repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall designees, (iii) comply with all applicable laws in connection with its use or occupancy of the Notes CollateralMortgaged Premises and (iv) leave such Mortgaged Premises in substantially the same condition as it was at the commencement of the Access Period. The US Revolving Credit Collateral Trustee shall not bear any expense for any of the actions in the preceding sentence. The ABL Agent and the Revolving Credit ABL Claimholders shall indemnify and hold harmless the Notes Collateral Agent Trustee, the Secured Debt Representatives and the Notes Secured Debt Claimholders for from any injury claim, loss, damage, cost or damage to Persons liability arising from the ABL Agent’s use or property caused by occupancy of the acts or omissions of Persons under its controlMortgaged Premises. The US Revolving Credit ABL Agent, the Collateral Agent Trustee and the Notes Collateral Agent each Secured 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 the Notes Collateral Agent Trustee or any Secured Debt Representative to commence foreclosure of the Notes Priority Lien Mortgages or Junior Lien Mortgages or to show the Notes Shared Collateral to prospective purchasers and to ready the Notes Shared Collateral for sale. . Access rights may apply to differing parcels of Mortgaged Premises at differing times (d) If i.e. the Notes Collateral Agent shall foreclose or otherwise sell any Trustee may obtain possession of the Notes Collateralone premises at a different time than it obtains possession of other properties), the Notes Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Collateral subject in which case, a differing Access Period may apply to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3property.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral ABL Agent and the Notes Collateral Agent agree agrees not to commence any initial Enforcement action until the earlier of the date on which (i) an Enforcement Notice has been given to the other AgentCollateral Trustee. Subject to the provisions of Section 3.1, and (ii) the Collateral Trustee may, to the extent permitted by applicable law, join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by or against any Grantor the ABL Agent to enforce Liens on the ABL Collateral; provided that has not been dismissedneither the Collateral Trustee nor the Priority Lien Claimholders shall interfere with the Enforcement actions of the ABL Agent with respect to the ABL Collateral. (b) If the Notes Collateral Agent, Trustee or any agent Priority Lien Representative or representative any of the Notes Collateral Agenttheir respective agents or representatives, or any third party pursuant to any Enforcement undertaken by the Notes Collateral AgentTrustee or any Priority Lien Representative, as applicable, or any receiver, shall obtain possession or physical control of any item of Shared Collateral (including without limitation, any contracts, documents, books, records and other information with respect to the Real Estate AssetsABL Collateral or any Mortgaged Premises or IP Collateral), the Notes Collateral Trustee or such Priority Lien Representative, as applicable, shall promptly notify the ABL Agent in writing of that fact, and the ABL Agent shall, within ten (10) Business Days thereafter, notify the Collateral Trustee in writing or the Priority Lien Representative or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent Trustee or such Priority Lien Representative, as applicable, in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it the ABL Agent desires to exercise access rights under this AgreementAgreement (including with respect to any Mortgaged Premises) for any purpose permitted under the ABL Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral ABL Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets at differing times, in which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Collateral Agent as provided in Section 3.2(b), the Access Period shall commence for the subject parcel of Real Estate Assets. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Collateral, including the production, completion, packaging, shipping and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Collateral that is used by the US Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Collateral 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 the Notes Collateral Agent to commence foreclosure of the Notes Mortgages or to show the Notes Collateral to prospective purchasers and to ready the Notes Collateral for sale. (d) If the Notes Collateral Agent shall foreclose or otherwise sell any of the Notes Collateral, the Notes Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent Agents and the Notes Collateral Agent Pari Passu Representatives agree not to commence Enforcement until the earlier of (i) the date on which (i) an Enforcement Notice has been given to each Pari Passu Representative by any Revolving Credit Agent or to any Revolving Credit Agent by the other Authorized Pari Passu Collateral Agent, as the case may be, and (ii) the date on which any Insolvency or Liquidation Proceeding is commenced by or against any Grantor Grantor. Subject to the provisions of Sections 5.1 and 5.2 above, any of the Revolving Credit Agents, any of the Pari Passu Secured Parties and any of the Subordinated Lien Secured Parties may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the other Person to enforce Liens on the Collateral, provided that no such Revolving Credit Claimholder, Pari Passu Secured Party or Subordinated Lien Secured Party shall interfere with the Enforcement actions of the other with respect to Collateral in which such party or its agent or representative has not been dismissedthe benefit of the priority Lien in accordance herewith. (b) If any of the Notes Collateral Agent, Pari Passu Secured Parties or Subordinated Lien Secured Parties or any agent of their respective agents or representative of the Notes Collateral Agentrepresentatives, or any third party pursuant to any Enforcement undertaken by the Notes Collateral Agentany Pari Passu Secured Parties or Subordinated Lien Secured Parties, as applicable, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes Authorized Pari Passu Collateral Agent oror Authorized Subordinated Lien Collateral Agent shall promptly notify the Revolving Credit Agents of that fact and the Revolving Credit Agents shall, within 10 Business Days thereafter, notify the Authorized Pari Passu Collateral Agent or the Authorized Subordinated Lien Collateral Agent, as the case may be, and, if applicable, any such third party (at such address to be provided by the Notes Authorized Pari Passu Collateral Agent or Authorized Subordinated Lien Collateral Agent, as applicable, in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires the Revolving Credit Agents desire to exercise access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s Agents’ exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing timestimes (i.e., the Revolving Credit Agents may obtain possession of one plant at a different time than it obtains possession of other properties), in which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Authorized Pari Passu Collateral Agent and Authorized Subordinated Lien Collateral Agent, as the case may be, as provided in Section 3.2(b5.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when Period, the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent Agents and its their respective agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Pari Passu Priority Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Priority Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary Priority Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent Agents and its their respective agents, representatives (and persons employed on their behalf)designees, may continue to operate, service, maintain, process and sell the Revolving Credit Primary Priority Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Priority Collateral. The US Each Revolving Credit Collateral Agent shall take proper care of any Notes Pari Passu Priority Collateral that is used by the US Revolving Credit Collateral Agent it during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Pari Passu Priority Collateral. The US Revolving Credit Collateral Agent Agents and the other Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent Pari Passu Secured Parties and the Notes Claimholders Subordinated Lien Secured Parties for any injury or damage to Persons or property caused by the acts or omissions of Persons under its controlthe control of, or retained by, any of the Revolving Credit Agents or any other Revolving Credit Claimholders. The US Revolving Credit Collateral Agent Agents, the Pari Passu Representatives and the Notes Collateral Agent Subordinated Lien 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 Notes Authorized Pari Passu Collateral Agent to commence foreclosure of the Notes Pari Passu Mortgages or to show the Notes Pari Passu Priority Collateral to prospective purchasers and to ready the Notes Pari Passu Priority Collateral for sale. (d) If any order or injunction is issued or stay is granted or otherwise comes into force which prohibits the Notes Revolving Credit Agents from exercising any of their rights hereunder, then at the Revolving Credit Agents’ option, the Access Period granted under this Section 5.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 5.3. If the Authorized Pari Passu Collateral Agent shall foreclose or otherwise sell any of the Notes Pari Passu Priority Collateral, the Notes Collateral Agent such Person will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Pari Passu Priority Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Authorized Pari Passu Collateral Agent and the US Revolving Credit any Authorized Subordinated Lien Collateral Agent that the US Revolving Credit Collateral Agent Agents shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent Agents, contemplated by this Section 35.3. Each Pari Passu Representative consents to such easement.

Exercise of Remedies – Collateral Access Rights. (a) The US Each Revolving Credit Collateral Agent and the Notes Term Loan Collateral Agent agree agrees not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Agent, and (ii) any Insolvency or Liquidation Proceeding is commenced by or against any Grantor that has not been dismissed. (b) If either the Notes First Lien Term Loan Collateral Agent or the Second Lien Term Loan Collateral Agent, or any agent or representative of such First Lien Term Loan Collateral Agent or the Notes Second Lien Term Loan Collateral Agent, or any third party pursuant to any Enforcement undertaken by such First Lien Term Loan Collateral Agent or the Notes Second Lien Term Loan Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate Assets, such First Lien Term Loan Collateral Agent or the Notes Second Lien Term Loan Collateral Agent or, if applicable, any such third party (at such address to be provided by such First Lien Term Loan Collateral Agent or the Notes Second Lien Term Loan Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent Agents of that fact and any of the US Revolving Credit Collateral Agent Agents shall, within ten (10) Business Days thereafter, notify such First Lien Term Loan Collateral Agent or the Notes Second Lien Term Loan Collateral Agent as to whether it such Revolving Credit Collateral Agent desires to exercise access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US such Revolving Credit Collateral Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets at differing times, in which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Term Loan Collateral Agent as provided in Section 3.2(b), the Access Period shall commence for the subject parcel of Real Estate Assets. During the Access Period or for any period prior to an Access Period when the US any Revolving Credit Collateral Agent may have had access and/or use of any Notes Term Loan Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US such Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Term Loan Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Collateral, including the production, completion, packaging, shipping and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US such Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Collateral. The US Such Revolving Credit Collateral Agent shall take proper care of any Notes Term Loan Collateral that is used by the US such Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US such Revolving Credit Collateral Agent or its agents, representatives or designees and the US such Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Term Loan Collateral. The US Such Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Term Loan Collateral Agent and the Notes Term Loan Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent Agents and the Notes Term Loan Collateral 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 the Notes Term Loan Collateral Agent to commence foreclosure of the Notes Term Loan Mortgages or to show the Notes Term Loan Collateral to prospective purchasers and to ready the Notes Term Loan Collateral for sale. (d) If the Notes First Lien Term Loan Collateral Agent or the Second Lien Term Loan Collateral Agent shall foreclose or otherwise sell any of the Notes Term Loan Collateral, such First Lien Term Loan Collateral Agent or the Notes Second Lien Term Loan Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Term Loan Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Term Loan Collateral Agent and the US Revolving Credit Collateral Agent Agents that the US Revolving Credit Collateral Agent Agents shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agents contemplated by this Section 3.2. The Term Loan Collateral Agent consents to such easement and to the recordation of a collateral access easement agreement, in form and substance reasonably acceptable to the Term Loan Collateral Agent, in the relevant real estate records with respect to each parcel of real property that is now or hereafter subject to a Term Loan Mortgage. Each Revolving Credit Collateral Agent contemplated agrees that upon either a Discharge of Revolving Credit Obligations or the expiration of the final Access Period with respect to any parcel of real property covered by this Section 3a Term Loan Mortgage, it shall, upon request, execute and deliver to the Term Loan Collateral Agent such documentation, in recordable form, as may reasonably be requested to terminate any and all rights with respect to such parcel of real property covered by a Term Loan Mortgage.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral SCF Agent and the Notes Collateral Agent agree not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Agent. Subject to the provisions of Sections 3.1 and 3.2 above, and (ii) either Agent may join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by the other Agent to enforce Liens on the Collateral, provided that neither Agent, nor the other SCF Claimholders or against any Grantor that the other Note Claimholders, as applicable, shall interfere with the Enforcement actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to receiver, shall, after any Enforcement undertaken by Note Default, obtain possession or physical control of any of the Mortgaged Premises, the Notes Collateral Agent shall promptly notify the SCF Agent in writing of that fact, and the SCF Agent shall, within ten (10) Business Days thereafter, notify the Notes Agent in writing as to whether the SCF Agent desires to exercise access rights under this Agreement. In addition, if the SCF Agent, or any agent or representative or the SCF Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises or any of the tangible Note Primary Collateral located on any premises other than a Mortgaged Premises or control over any intangible Note Primary Collateral, following the Notes Collateral delivery to the Note Agent orof an Enforcement Notice, if applicable, any such third party (at such address to be provided by then the Notes Collateral SCF Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Note Agent of that fact and the US Revolving Credit Collateral SCF Agent shall, within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires to exercise is exercising its access rights under this AgreementAgreement and its rights under Section 3.4 under either circumstance. Upon delivery of such notice by the SCF Agent to the Notes Agent, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral SCF Agent’s exercise of such access rights. Consistent with the definition of “Access Period,” access rights may will apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may will apply to each such property. (c) Upon delivery of notice to the Notes Collateral Agent as provided in Section 3.2(b)During any pertinent Access Period, the Access Period shall commence for the subject parcel of Real Estate Assets. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral SCF Agent and its agents, representatives and designees shall have a an irrevocable, non-exclusive right to have access to, and a rent rent-free right to use, the Notes Note Primary Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit SCF Primary CollateralCollateral located on such parcel, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit SCF Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral SCF Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit SCF Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit SCF Primary Collateral. The US Revolving Credit Collateral SCF Agent shall take proper and reasonable care under the circumstances of any Notes Note Primary Collateral that is used by the US Revolving Credit Collateral SCF Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral SCF Agent or its agents, representatives or designees and the US Revolving Credit Collateral SCF Agent shall comply with all applicable laws in all material respects in connection with its use or occupancy of the Notes Note Primary Collateral. The US Revolving Credit Collateral SCF Agent and the Revolving Credit SCF Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Note Claimholders 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 SCF Agent and the SCF Claimholders will not be liable for any diminution in the value of the Mortgaged Premises caused by the absence of the SCF Primary Collateral therefrom. The US Revolving Credit Collateral SCF Agent and the Notes Collateral 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 the Notes Collateral Agent to commence foreclosure of the Notes Mortgages or to show the Notes Note Primary Collateral to prospective purchasers and to ready the Notes Note Primary Collateral for sale. (d) 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 SCF Agent from exercising any of its rights hereunder, then the Access Period granted to the SCF Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If the Notes Collateral Agent shall foreclose or otherwise sell or dispose of any of the Notes CollateralNote Primary Collateral during the Access Period, the Notes Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Note Primary Collateral subject to the terms of this Agreement, and notwithstanding such foreclosure, sale or other disposition by the Notes Agent, the Notes Agent shall not be relieved of its obligation, but instead shall remain obligated, to ensure that the SCF Agent and the SCF Claimholders shall continue to be able to exercise their rights under this Section 3.3 and Section 3.4 during the Access Period or Use Period, as applicable. (e) The Grantors hereby agree with the Notes Collateral SCF Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent SCF Claimholders shall have accessthe right to bring an action to enforce their rights under this Section 3.3 and Section 3.4, during the Access Periodincluding, as described herein and each such Grantor that owns any without limitation, an action seeking possession of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit applicable Collateral Agent contemplated by and/or specific performance of this Section 33.3 and Section 3.4.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Term Collateral Agent agree not to commence Enforcement until the earlier of the date on which (iA) an Enforcement Notice has been given to the other Term Collateral Agent or the Revolving Credit Collateral Agent, and as the case may be or (iiB) any Insolvency or Liquidation Proceeding is commenced by or against any Grantor that has not been dismissed. Subject to the provisions of Section 3.1, the Term Collateral Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the Revolving Credit Collateral Agent to enforce Liens on the Revolving Credit Collateral, provided that neither the Term Collateral Agent nor the Term Priority Lien Claimholders shall interfere with the Enforcement actions of the Revolving Credit Collateral Agent with respect to the Revolving Credit Collateral. (b) If the Notes Term Collateral Agent, Agent or any agent of its agents or representative of the Notes Collateral Agentrepresentatives, or any third party pursuant to any Enforcement undertaken by the Notes Term Collateral Agent, Agent or any receiver, shall obtain possession or physical control of any of the Primary Real Estate AssetsAssets or any of the Other Real Estate, the Notes Term Collateral Agent shall promptly notify the Revolving Credit Collateral Agent of that fact and the Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify Term Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Term Collateral Agent in connection with the applicable Enforcement) shall promptly notify ), as to whether the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires to exercise access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights. Access rights may apply to differing parcels of Other Real Estate Assets at differing timestimes (i.e. a Revolving Credit Collateral Agent may obtain possession of one leased location at a different time than it obtains possession of other properties), in which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Term Collateral Agent as provided in Section 3.2(b), the Access Period shall commence for all of the Primary Real Estate Assets or the subject parcel of Other Real Estate AssetsEstate, as applicable. During the Access Period or and for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Term Priority Lien Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have such access to, and a rent free right to use, the Notes Term Priority Lien Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Collateral, including the production, completion, packaging, shipping and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Term Priority Lien Collateral that is used by the US Revolving Credit Collateral Agent it during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent them or its their agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Term Priority Lien Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Term Collateral Agent and or the Notes relevant Term Priority Lien Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Term Collateral 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 the Notes Term Collateral Agent to commence foreclosure of the Notes Term Priority Lien Mortgages or to show the Notes Term Priority Lien Collateral to prospective purchasers and to ready the Notes Term Priority Lien Collateral for sale. (d) If the Notes Term Collateral Agent shall foreclose or otherwise sell any of the Notes Term Priority Lien Collateral, the Notes Collateral Agent such Person will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent and the Notes Collateral Agent each Additional Pari Passu Debt Representative agree not to commence any Collateral Enforcement Action until the earlier to occur of (i) delivery of an Enforcement Notice to each other Agent and (ii) the date on which (i) an Enforcement Notice has been given to the other Agent, and (ii) any Insolvency or Liquidation Proceeding is commenced by or against any Grantor (provided that in the case of this clause (ii), the relevant Agent shall deliver an Enforcement Notice to the other Agent promptly following commencement of any such Collateral Enforcement Action). Subject to the provisions of Sections 3.1 and 3.2 above, any Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by another Agent to enforce Liens on the Collateral, provided that no Agent, nor any of the Revolving Credit Claimholders, the Term Loan Claimholders or the Additional Pari Passu Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of another with respect to Collateral in which such other party has not been dismissedthe benefit of the priority Lien in accordance herewith. (b) If either (x) the Notes Term Loan Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Term Loan Collateral Agent, or any receiver, or (y) any Additional Pari Passu Debt Representative or any representative of such Additional Pari Passu Debt Representative, or any receiver shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes Term Loan Collateral Agent or, if applicable, any or such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) Additional Pari Passu Debt Representative shall promptly notify the US Revolving Credit Facility Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the US Revolving Credit Facility Collateral Agent shall, within ten (10) Business Days thereafter, notify such Agent sending the Notes Collateral Agent Notice of Occupancy (hereinafter, the “Notifying Agent”) as to whether it the Revolving Credit Facility Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Facility Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Notifying Agent shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Term Loan Security Documents or Additional Pari Passu Security Documents. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such propertyparcel. In the event that the Revolving Credit Facility Collateral Agent elects to exercise its access rights as provided in this Agreement, the Notifying Agent agrees, for itself and on behalf of the Term Loan Claimholders or the applicable Additional Pari Passu Claimholders, as applicable, that in the event that any Term Loan Claimholder or applicable Additional Pari Passu Claimholder, as applicable, exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the Revolving Credit Facility Collateral Agent, the Notifying Agent shall (i) provide access rights to the Revolving Credit Facility Collateral Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the Revolving Credit Facility Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall ensure that the purchaser or other transferee of such Mortgaged Premises provides the Revolving Credit Facility Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to the Revolving Credit Facility for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Notes Notifying Agent by the Revolving Credit Facility Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when Period, the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Facility Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Current Asset Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary Current Asset Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Facility Collateral Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Current Asset Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Current Asset Collateral. The US Revolving Credit Facility Collateral Agent shall take proper care of any Notes Fixed Asset Collateral that is used by the US Revolving Credit Facility Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Facility Collateral Agent or its agents, representatives or designees and the US Revolving Credit Facility Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Collateral. The US Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of Current Asset Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Term Loan Collateral Agent Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Notes Additional Pari Passu Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Facility Collateral Agent and the Notes Collateral Notifying 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 the Notes Collateral Notifying Agent to commence foreclosure of the Notes Term Loan Mortgages or the Additional Pari Passu Mortgages, as applicable, to show the Notes Fixed Asset Collateral to prospective purchasers and to ready the Notes Fixed Asset Collateral for sale. (d) If any order or injunction is issued or stay is granted or otherwise comes into force which prohibits the Notes Revolving Credit Facility Collateral Agent from exercising any of its rights hereunder, then at the Revolving Credit Facility Collateral Agent’s option, the Access Period granted to the Revolving Credit Facility Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative shall foreclose or otherwise sell any of the Notes Fixed Asset Collateral, the Notes Term Loan Collateral Agent or such Additional Pari Passu Debt Representative, as applicable, will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Facility Collateral Agent and the Notes Term Loan Collateral Agent agree not to commence any Collateral Enforcement Action until the earlier to occur of (i) delivery of an Enforcement Notice to the other Agent and (ii) the date on which (i) an Enforcement Notice has been given to the other Agent, and (ii) any Insolvency or Liquidation Proceeding is commenced by or against any Grantor (provided that in the case of this clause (ii), the relevant Agent shall deliver an Enforcement Notice to the other Agent promptly following commencement of any such Collateral Enforcement Action). Subject to the provisions of Sections 3.1 and 3.2 above, either Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the other Agent to enforce Liens on the Collateral, provided that neither Agent, nor the Revolving Credit Claimholders or the Term Loan Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has not been dismissedthe benefit of the priority Lien in accordance herewith. (b) If the Notes Term Loan Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Term Loan Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes Term Loan Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Facility Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the US Revolving Credit Facility Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Term Loan Collateral Agent as to whether it the Revolving Credit Facility Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Facility Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Term Loan Collateral Agent shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Term Loan Security Documents. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such propertyparcel. In the event that the Revolving Credit Facility Collateral Agent elects to exercise its access rights as provided in this Agreement, the Term Loan Collateral Agent agrees, for itself and on behalf of the Term Loan Claimholders, that in the event that any Term Loan Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent shall (i) provide access rights to the Revolving Credit Facility Collateral Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the Revolving Credit Facility Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall ensure that the purchaser or other transferee of such Mortgaged Premises provides the Revolving Credit Facility Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to the Revolving Credit Facility for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Notes Term Loan Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when Period, the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Facility Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Current Asset Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary Current Asset Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Facility Collateral Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Current Asset Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Current Asset Collateral. The US Revolving Credit Facility Collateral Agent shall take proper care of any Notes Fixed Asset Collateral that is used by the US Revolving Credit Facility Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Facility Collateral Agent or its agents, representatives or designees and the US Revolving Credit Facility Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Collateral. The US Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of Current Asset Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Term Loan Collateral Agent and the Notes Term Loan Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Facility Collateral Agent and the Notes Term Loan Collateral 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 the Notes Term Loan Collateral Agent to commence foreclosure of the Notes Mortgages or Term Loan Mortgages, to show the Notes Fixed Asset Collateral to prospective purchasers and to ready the Notes Fixed Asset Collateral for sale. (d) If any order or injunction is issued or stay is granted or otherwise comes into force which prohibits the Notes Revolving Credit Facility Collateral Agent from exercising any of its rights hereunder, then at the Revolving Credit Facility Collateral Agent’s option, the Access Period granted to the Revolving Credit Facility Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If the Term Loan Collateral Agent shall foreclose or otherwise sell any of the Notes Fixed Asset Collateral, the Notes Term Loan Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent Agents and the Notes Collateral Agent Term Loan Agents agree not to commence Enforcement until the earlier of (i) the date on which (i) an Enforcement Notice has been given to any Term Loan Agent by any Revolving Credit Agent or any Revolving Credit Agent by any Term Loan Agent, as the other Agentcase may be, and (ii) the date on which any Insolvency or Liquidation Proceeding is commenced by or against any Grantor Grantor. Subject to the provisions of Sections 3.1 and 3.2 above, any of the Revolving Credit Agents and any of the Term Loan Agents may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the other Person to enforce Liens on the Collateral, provided that no such Revolving Credit Agents or Term Loan Agents, nor any other Revolving Credit Claimholders or Term Loan Claimholders, as the case may be, shall interfere with the Enforcement actions of the other with respect to Collateral in which such party or its Revolving Credit Agent or Term Loan Agent, as the case may be, has not been dismissedthe benefit of the priority Lien in accordance herewith. (b) If any of the Notes Collateral Agent, Term Loan Agents or any agent or representative of the Notes Collateral Agentother Term Loan Claimholders or any of their respective agents or representatives, or any third party pursuant to any Enforcement undertaken by any of the Notes Collateral AgentTerm Loan Agents or any of the other Term Loan Claimholders, as applicable, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes Collateral Agent orTerm Loan Agents shall promptly notify the Revolving Credit Agents of that fact and the Revolving Credit Agents shall, within 10 Business Days thereafter, notify the Term Loan Agents and, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent Term Loan Agents, as applicable, in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires the Revolving Credit Agents desire to exercise access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s Agents’ exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing timestimes (i.e. the Revolving Credit Agents may obtain possession of one plant at a different time than it obtains possession of other properties), in which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Collateral Agent Term Loan Agents as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when Period, the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent Agents and its their respective agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Term Loan Priority Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Priority Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary Priority Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent Agents and its their respective agents, representatives (and persons employed on their behalf)designees, may continue to operate, service, maintain, process and sell the Revolving Credit Primary Priority Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Priority Collateral. The US Each Revolving Credit Collateral Agent shall take proper care of any Notes Term Loan Priority Collateral that is used by the US Revolving Credit Collateral Agent it during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Term Loan Priority Collateral. The US Revolving Credit Collateral Agent Agents and the other Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent Term Loan Agents and the Notes other Term Loan Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its controlthe control of any of the Revolving Credit Agents or any other Revolving Credit Claimholders. The US Revolving Credit Collateral Agent Agents and the Notes Collateral Agent Term Loan Agents 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 Notes Collateral Agent Term Loan Agents to commence foreclosure of the Notes Term Loan Mortgages or to show the Notes Term Loan Priority Collateral to prospective purchasers and to ready the Notes Term Loan Priority Collateral for sale. (d) If any order or injunction is issued or stay is granted or otherwise comes into force which prohibits the Notes Collateral Revolving Credit Agents from exercising any of their rights hereunder, then at the Revolving Credit Agents’ option, the Access Period granted under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If any Term Loan Agent shall foreclose or otherwise sell any of the Notes Term Loan Priority Collateral, the Notes Collateral Agent such Person will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Term Loan Priority Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and Term Loan Agents that the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent Agents shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent Agents, contemplated by this Section 33.3. Each Term Loan Agent consents to such easement.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral ABL Agent and the Notes Collateral Agent agree agrees not to commence any initial Enforcement action until the earlier of the date on which (i) an Enforcement Notice has been given to the other AgentCollateral Trustee. Subject to the provisions of Section 3.1, and (ii) the Collateral Trustee may, to the extent permitted by applicable law, join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by or against any Grantor the ABL Agent to enforce Liens on the ABL Collateral; provided that has not been dismissedneither the Collateral Trustee nor the Priority Lien Claimholders shall interfere with the Enforcement actions of the ABL Agent with respect to the ABL Collateral. (b) If the Notes Collateral Agent, Trustee or any agent Priority Lien Representative or representative any of the Notes Collateral Agenttheir respective agents or representatives, or any third party pursuant to any Enforcement undertaken by the Notes Collateral AgentTrustee or any Priority Lien Representative, as applicable, or any receiver, shall obtain possession or physical control of any item of Shared Collateral (including without limitation, any contracts, documents, books, records and other information with respect to the Real Estate AssetsABL Collateral or any Mortgaged Premises or IP Collateral), the Notes Collateral Trustee or such Priority Lien Representative, as applicable, shall promptly notify the ABL Agent in writing of that fact, and the ABL Agent shall, within ten (10) Business Days thereafter, notify the Collateral Trustee in writing or the Priority Lien Representative or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent Trustee or such Priority Lien Representative, as applicable, in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it the ABL Agent desires to exercise access rights under this AgreementAgreement (including with respect to any Mortgaged Premises) for any purpose permitted under the ABL Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral ABL Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets at differing times, in which case, a differing Access Period may apply to each such property. (c) The Collateral Trustee agrees not to commence any initial Enforcement action until an Enforcement Notice has been given to the ABL Agent by the Collateral Trustee. Subject to the provisions of Section 3.2, the ABL Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the Collateral Trustee to enforce Liens on the Shared Collateral; provided that neither the ABL Agent nor the ABL Claimholders shall interfere with the Enforcement actions of the Collateral Trustee with respect to the Shared Collateral. (d) If the ABL Agent or any of its agents or representatives, or any third party pursuant to any Enforcement undertaken by the ABL Agent or receiver, shall obtain possession or physical control of any item of ABL Collateral (including without limitation, any contracts, documents, books, records and other information with respect to the Shared Collateral), the ABL Agent shall promptly notify the Collateral Trustee in writing of that fact and the Collateral Trustee shall, within ten (10) Business Days thereafter, notify the ABL Agent in writing or, if applicable, any such third party (at such address to be provided by the ABL Agent in connection with the applicable Enforcement), as to whether the Collateral Trustee desires to exercise access rights under this Agreement for any purpose permitted under the Priority Lien Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the Collateral Trustee’s exercise of such access rights. (e) Upon delivery of written notice to the Notes Collateral Agent Trustee or the relevant Priority Lien Representative as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral ABL Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, use the Notes Collateral Mortgaged Premises for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Collateral, including the production, completion, packaging, shipping and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral ABL Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Collateral. The US Revolving Credit Collateral ABL Agent shall (i) take proper care of any Notes Collateral Mortgaged Premise that is used by the US Revolving Credit Collateral Agent it during the Access Period and Period, (ii) repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall designees, (iii) comply with all applicable laws in connection with its use or occupancy of the Notes CollateralMortgaged Premises and (iv) leave such Mortgaged Premises in substantially the same condition as it was at the commencement of the Access Period. The US Revolving Credit Collateral Trustee shall not bear any expense for any of the actions in the preceding sentence. The ABL Agent and the Revolving Credit ABL Claimholders shall indemnify and hold harmless the Notes Collateral Agent Trustee, the Priority Lien Representatives and the Notes Priority Lien Claimholders for from any injury claim, loss, damage, cost or damage liability suffered by any such Person and arising from the ABL Agent’s use or occupancy of the Mortgaged Premises, except to Persons or property the extent caused by the acts any such Person’s gross negligence or omissions of Persons under its controlwillful misconduct. The US Revolving Credit ABL Agent, the Collateral Agent Trustee and the Notes Collateral Agent each Priority Lien 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 Notes Collateral Agent Trustee or any Priority Lien Representative to commence foreclosure of the Notes Priority Lien Mortgages or to show the Notes Shared Collateral to prospective purchasers and to ready the Notes Shared Collateral for sale. . Access rights may apply to differing parcels of Mortgaged Premises at differing times (d) If the Notes Collateral Agent shall foreclose or otherwise sell any of the Notes Collaterali.e., the Notes Collateral Agent will notify the buyer thereof Trustee may obtain possession of the existence one premises at a different time than it obtains possession of this Agreement and that the buyer is acquiring such Notes Collateral subject other properties), in which case, a differing Access Period may apply to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3property.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Collateral Agent agree not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Agent, . Subject to the provisions of Sections 3.1 and (ii) 3.2 above either Agent may join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by the other Agent to enforce Liens on the Collateral, provided that neither Agent, nor the Revolving Credit Claimholders or against any Grantor that Note Claimholders, as the case may be, shall interfere with the Enforcement actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant receiver, shall, in connection with any Enforcement, obtain possession or physical control of any of the Mortgaged Premises, the Collateral Agent shall promptly notify the Revolving Credit Agent in writing of that fact, and the Revolving Credit Agent shall, within ten (10) Business Days thereafter, notify the Collateral Agent in writing as to whether the Revolving Credit Agent desires to exercise access rights under this Agreement. In addition, if the Revolving Credit Agent, or any Enforcement undertaken by agent or representative of the Notes Collateral Revolving Credit Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises or any of the tangible Note Primary Collateral located on any premises other than a Mortgaged Premises or control over any intangible Note Primary Collateral, following the Notes delivery to the Collateral Agent orof an Enforcement Notice, if applicable, any such third party (at such address to be provided by then the Notes Collateral Revolving Credit Agent in connection with the applicable Enforcement) shall promptly notify the US Collateral Agent that the Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires to exercise is exercising its access rights under this AgreementAgreement and its rights under Section 3.4. Upon delivery of such notice under either circumstance by the Revolving Credit Agent to the Collateral Agent, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when Period, the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a an irrevocable, non-exclusive right to have access to, and a rent rent-free right to use, the Notes Note Primary Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Note Primary Collateral that is used by the US Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Note Primary Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Note Claimholders 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 US ; provided, however, that the Revolving Credit Collateral Agent and the Notes Revolving Credit Claimholders will not be liable for any diminution in the value of the Mortgaged Premises caused by the absence of the Revolving Credit Primary Collateral therefrom. The Revolving Credit Agent and the Collateral 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 the Notes Collateral Agent to commence foreclosure of the Notes Mortgages or to show the Notes Note Primary Collateral to prospective purchasers and to ready the Notes Note Primary Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes Revolving Credit Agent from exercising any of its rights hereunder, then at the Revolving Credit Agent’s option, the Access Period granted to the Revolving Credit Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If the Collateral Agent shall foreclose or otherwise sell or dispose of any of the Notes CollateralNote Primary Collateral during the Access Period, the Notes Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Note Primary Collateral subject to the terms of this Agreement; provided that, notwithstanding such foreclosure, sale or other disposition by the Collateral Agent, it will be the Collateral Agent’s obligation to ensure that the Revolving Credit Agent and the Revolving Credit Claimholders shall continue to be able to exercise their rights under this Section 3.3 and Section 3.4 during the Access Period or Use Period, as applicable. (e) The Grantors hereby agree with the Notes Collateral Revolving Credit Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent Claimholders shall have accessthe right to bring an action to enforce their rights under this Section 3.3 and Section 3.4, during the Access Periodincluding, as described herein and each such Grantor that owns any without limitation, an action seeking possession of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit applicable Collateral Agent contemplated by and/or specific performance of this Section 33.3 and Section 3.4.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Term Loan Collateral Agent agree not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Agent. Subject to the provisions of Sections 3.1 and 3.2 above, and (ii) either Agent may join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by the other Agent to enforce Liens on the Collateral, provided that neither Agent, nor the Revolving Credit Claimholders or against any Grantor that Term Loan Claimholders, as the case may be, shall interfere with the Enforcement actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes Revolving Credit Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Revolving Credit Collateral Agent, or any receiver, shall obtain possession or physical control of any parcel of the Real Estate AssetsMortgaged Premises, the Notes Revolving Credit Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Term Loan Collateral Agent of that fact and the US Revolving Credit Term Loan Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Revolving Credit Collateral Agent as to whether it the Term Loan Collateral Agent desires to exercise access rights under this AgreementAgreement as to such parcel of the Mortgaged Premises, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Term Loan Collateral Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Mortgage Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Revolving Credit Collateral Agent as provided in Section 3.2(b3.3(b), the Mortgage Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Mortgage Access Period or for as to any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use parcel of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)such Mortgaged Premises, the US Revolving Credit Term Loan Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Collateral parcel of the Mortgaged Premises for the purpose of arranging for and effecting the sale or other disposition of Revolving Credit Term Loan Primary Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Term Loan Primary Collateral for sale or other disposition. During any such Access Period (or period prior to an Mortgage Access Period), the US Revolving Credit Term Loan Collateral Agent and its representatives (and persons employed on their behalf), ) may continue to operate, service, maintain, process and sell the Revolving Credit Term Loan Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Term Loan Primary Collateral. The US Revolving Credit Term Loan Collateral Agent shall take proper care of any Notes Revolving Credit Primary Collateral that is used by the US Revolving Credit Term Loan Collateral Agent during the Mortgage Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Term Loan Collateral Agent or its agents, representatives or designees and the US Revolving Credit Term Loan Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of any of the Notes Revolving Credit Primary Collateral. The US Term Loan Collateral Agent and the Term Loan Claimholders shall indemnify and hold harmless the Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Term Loan Collateral Agent and the Notes Revolving Credit Collateral Agent shall cooperate and use reasonable efforts to ensure that their activities during the Mortgage Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Notes Revolving Credit Collateral Agent to commence foreclosure of the Notes Mortgages or to show the Notes Revolving Credit Primary Collateral to prospective purchasers and to ready the Notes Revolving Credit Primary Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes Term Loan Collateral Agent from exercising its rights hereunder as to a parcel of the Mortgaged Premises, then at the Term Loan Collateral Agent’s option, the Mortgage Access Period granted to the Term Loan Collateral Agent under this Section 3.3 for such parcel shall be stayed as to such parcel during the period of such prohibition and shall continue thereafter as to such parcel for the number of days remaining as required under this Section 3.3. If the Revolving Credit Collateral Agent shall foreclose or otherwise sell any of the Notes Revolving Credit Primary Collateral, the Notes Revolving Credit Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Revolving Credit Primary Collateral subject to the terms of this AgreementAgreement to the extent applicable. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent Agents that the US Revolving Credit Term Loan Collateral Agent shall have access, during the Mortgage Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Term Loan Collateral Agent contemplated by this Section 33.3. The Revolving Credit Collateral Agent consents to such easement and to the recordation of a collateral access easement agreement, in form and substance reasonably acceptable to the Revolving Credit Collateral Agent, in the relevant real estate records with respect to each parcel of Real Estate that is now or hereafter subject to a Revolving Credit Mortgage. The Term Loan Collateral Agent agrees that upon either a Discharge of Term Loan Obligations or the expiration of the final Mortgage Access Period with respect to any parcel of property covered by a Revolving Credit Mortgage, it shall, upon request, execute and deliver to the Revolving Credit Collateral Agent, or if a Discharge of Revolving Credit Obligations has occurred, to the respective Grantor, such documentation, in recordable form, as may reasonably be requested to terminate any and all rights with respect to such Mortgage Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent agree not to commence any Collateral Enforcement Action until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agents. Subject to the provisions of Sections 3.1 and 3.2 above, any Collateral Agent may join in any judicial proceedings commenced by any other Collateral Agent to enforce Liens on the Collateral, provided that no Collateral Agent, and (ii) any Insolvency nor the Revolving Credit Claimholders or Liquidation Proceeding is commenced by or against any Grantor that the Fixed Asset Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes Fixed Asset Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Fixed Asset Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes Fixed Asset Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Fixed Asset Collateral Agent as to whether it the Revolving Credit Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Fixed Asset Collateral Agent shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Fixed Asset Collateral Documents and in the manner provided herein. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such property. In the event that the Revolving Credit Collateral Agent elects to exercise its access rights as provided in this Agreement, the Fixed Asset Collateral Agent agrees, for itself and on behalf of the Fixed Asset Claimholders, that in the event that any Fixed Asset Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the Revolving Credit Collateral Agent, the Fixed Asset Collateral Agent shall (i) provide access rights to the Revolving Credit Collateral Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the Revolving Credit Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall request that the purchaser or other transferee of such Mortgaged Premises agree to provide the Revolving Credit Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to the Revolving Credit Collateral Agent for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Notes Fixed Asset Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Fixed Asset Priority Collateral that is used by the US Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Priority Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of ABL Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Fixed Asset Collateral Agent and the Notes Fixed Asset Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral 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 the Notes Fixed Asset Collateral Agent to commence foreclosure of the Notes Mortgages or to show the Notes Fixed Asset Priority Collateral to prospective purchasers and to ready the Notes Fixed Asset Priority Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes Revolving Credit Collateral Agent from exercising any of its rights hereunder, then at the Revolving Credit Collateral Agent’s option, the Access Period granted to the Revolving Credit Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If the Fixed Asset Collateral Agent shall foreclose or otherwise sell any of the Notes Fixed Asset Priority Collateral, the Notes Fixed Asset Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Priority Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit ABL Collateral Agent and the Notes each Fixed Asset Collateral Agent agree not to commence any Collateral Enforcement Action until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agent. Subject to the provisions of Sections 3.01 and 3.02 above, either Collateral Agent may join in any judicial proceedings commenced by the other Collateral Agent to enforce Liens on the Collateral; provided that neither Collateral Agent, and (ii) any Insolvency nor the ABL Claimholders or Liquidation Proceeding is commenced by or against any Grantor that the Fixed Asset Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes any Fixed Asset Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Fixed Asset Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises or other real property of any Grantor, the Notes such Fixed Asset Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit ABL Collateral Agent of that fact in writing (such notice, a “Notice of Occupancy”) and the US Revolving Credit ABL Collateral Agent shall, within ten (10) Business Days thereafterafter receipt of such notice, notify the Notes Controlling Fixed Asset Collateral Agent as to whether it the ABL Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit ABL Collateral Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises or other real property of any Grantor at differing times, in which case, a differing Access Period may apply to each such property. In the event that the ABL Collateral Agent elects to exercise its access rights as provided in this Agreement, each Fixed Asset Collateral Agent agrees, for itself and on behalf of the applicable Fixed Asset Claimholders, that in the event that any Fixed Asset Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises (or other real property) or other Fixed Asset Priority Collateral, whether before or after the delivery of a Notice of Occupancy to the ABL Collateral Agent, the Fixed Asset Collateral Agents shall provide access rights to the ABL Collateral Agent for the duration of the Access Period in accordance with this Agreement and if such a sale or other disposition occurs prior to the ABL Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall ensure that the purchaser or other transferee of such Mortgaged Premises (or other real property) or other Fixed Asset Priority Collateral provides the ABL Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to the ABL for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Notes Controlling Fixed Asset Collateral Agent as provided in Section 3.2(b3.03(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises or other real property of any Grantor. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit ABL Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Priority Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Priority Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Priority Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit ABL Collateral Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Priority Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Priority Collateral. The US Revolving Credit ABL Collateral Agent shall take proper care of any Notes Fixed Asset Priority Collateral that is used by the US Revolving Credit ABL Collateral Agent during the Access Period and repair and replace any physical damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit ABL Collateral Agent or its agents, representatives or designees and the US Revolving Credit ABL Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Priority Collateral. The US Revolving Credit ABL Collateral Agent and the Revolving Credit ABL Claimholders shall (to the extent that there are sufficient available proceeds of ABL Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Fixed Asset Collateral Agent Agents and the Notes Fixed Asset Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its controlcontrol (ordinary wear-and-tear excepted) during the period in which the ABL Collateral Agent has actual occupation, use and/or control of any Fixed Asset Priority Collateral. The US Revolving Credit Notwithstanding the foregoing, in no event shall the ABL Collateral Agent or the ABL Claimholders have any liability to the Fixed Asset Collateral Agents or the Fixed Asset Claimholders pursuant to this Section as a result of the condition of any Fixed Asset Priority Collateral existing prior to the date of the exercise by such ABL Collateral Agent and the Notes ABL Claimholders of their rights under this Section, and the ABL Collateral Agent and the ABL Claimholders shall have no duty or liability to maintain the Fixed Asset Priority Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by the ABL Collateral Agent, or for any diminution in the value of the Fixed Asset Priority Collateral that results solely from ordinary wear and tear resulting from the use of the Fixed Asset Priority Collateral by the ABL Collateral Agent in the manner and for the time periods specified under this Section. The ABL Collateral Agent and the Fixed Asset Collateral Agents 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 Notes Fixed Asset Collateral Agent to commence foreclosure of the Notes Mortgages or Agents to show the Notes Fixed Asset Priority Collateral to prospective purchasers and to ready the Notes Fixed Asset Priority Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes ABL Collateral Agent from exercising any of its rights hereunder, then at the ABL Collateral Agent’s option, the Access Period granted to the ABL Collateral Agent under this Section 3.03 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.03. If any Fixed Asset Collateral Agent shall foreclose or otherwise sell any of the Notes Fixed Asset Priority Collateral, the Notes such Fixed Asset Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Priority Collateral subject to the terms of this Agreement. (e) The Fixed Asset Collateral Agents (in the case of any Additional Fixed Asset Collateral Agent, to the extent such access rights have been granted to such Collateral Agent) and, to the extent such rights have been granted by the Grantors hereby under any Initial Fixed Asset Documents, the Grantors, agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit ABL Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit ABL Collateral Agent contemplated by this Section 33.03. Each Fixed Asset Collateral Agent consents to such easement and to the recordation of a collateral access easement agreement, in form and substance reasonably acceptable to the Controlling Fixed Asset Collateral Agent, in the relevant real estate records with respect to each parcel of real property that is now or hereafter subject to a Fixed Asset Mortgage. The ABL Collateral Agent agrees that upon either the occurrence of the Discharge of ABL Obligations or the expiration of the final Access Period with respect to any parcel of property covered by a Fixed Asset Mortgage, it shall, upon request, execute and deliver to the Controlling Fixed Asset Collateral Agent, or if a Discharge of Fixed Asset Obligations has occurred, to the respective Grantor, such documentation, in recordable form, as may reasonably be requested to terminate any and all rights with respect to such Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Term Loan Collateral Agent agree not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Agent. Subject to the provisions of Sections 3.1 and 3.2 above, and (ii) either Agent may join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by the other Agent to enforce Liens on the Collateral, provided that neither Agent, nor the Revolving Credit Claimholders or against any Grantor that Term Loan Claimholders, as the case may be, shall interfere with the Enforcement actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes Revolving Credit Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Revolving. Credit Collateral Agent, or any receiver, shall obtain possession or physical control of any parcel of the Real Estate AssetsMortgaged Premises, the Notes Revolving Credit Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Term Loan Collateral Agent of that fact and the US Revolving Credit Term Loan Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Revolving Credit Collateral Agent as to whether it the Term Loan Collateral Agent desires to exercise access rights under this AgreementAgreement as to such parcel of the Mortgaged Premises, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Term Loan Collateral Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Mortgage Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Collateral Revolving Credit Collateral. Agent as provided in Section 3.2(b3.3(b), the Mortgage Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Mortgage Access Period or for as to any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use parcel of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)such Mortgaged Premises, the US Revolving Credit Term Loan Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Collateral parcel of the Mortgaged Premises for the purpose of arranging for and effecting the sale or other disposition of Revolving Credit Term Loan Primary Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Term Loan Primary Collateral for sale or other disposition. During any such Access Period (or period prior to an Mortgage Access Period), the US Revolving Credit Term Loan Collateral Agent and its representatives (and persons employed on their behalf), ) may continue to operate, service, maintain, process and sell the Revolving Credit Term Loan Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Term Loan Primary Collateral. The US Revolving Credit Term Loan Collateral Agent shall take proper care of any Notes Revolving Credit Primary Collateral that is used by the US Revolving Credit Term Loan Collateral Agent during the Mortgage Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Term Loan Collateral Agent or its agents, representatives or designees and the US Revolving Credit Term Loan Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of any of the Notes Revolving Credit Primary Collateral. The US Term Loan Collateral Agent and the Term Loan Claimholders shall indemnify and hold harmless the Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Term Loan Collateral Agent and the Notes Revolving Credit Collateral Agent shall cooperate and use reasonable efforts to ensure that their activities during the Mortgage Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Notes Revolving Credit Collateral Agent to commence foreclosure of the Notes Mortgages or to show the Notes Revolving Credit Primary Collateral to prospective purchasers and to ready the Notes Revolving Credit Primary Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes Term Loan Collateral Agent from exercising its rights hereunder as to a parcel of the Mortgaged Premises, then at the Term Loan Collateral Agent’s option, the Mortgage Access Period granted to the Term Loan Collateral Agent under this Section 3.3 for such parcel shall be stayed as to such parcel during the period of such prohibition and shall continue thereafter as to such parcel for the number of days remaining as required under this Section 3.3. If the Revolving Credit Collateral Agent shall foreclose or otherwise sell any of the Notes Revolving Credit Primary Collateral, the Notes Revolving Credit Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Revolving Credit Primary Collateral subject to the terms of this AgreementAgreement to the extent applicable. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent Agents that the US Revolving Credit Term Loan Collateral Agent shall have access, during the Mortgage Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Term Loan Collateral Agent contemplated by this Section 33.3. The Revolving Credit Collateral Agent consents to such easement and to the recordation of a collateral access easement agreement, in form and substance reasonably acceptable to the Revolving Credit Collateral Agent, in the relevant real estate records with respect to each parcel of Real Estate that is now or hereafter subject to a Revolving Credit Mortgage. The Term Loan Collateral Agent agrees that upon either a Discharge of Term Loan Obligations or the expiration of the final Mortgage Access Period with respect to any parcel of property covered by a Revolving Credit Mortgage, it shall, upon request, execute and deliver to the Revolving Credit Collateral Agent, or if a Discharge of Revolving Credit Obligations has occurred, to the respective Grantor, such documentation, in recordable form, as may reasonably be requested to terminate any and all rights with respect to such Mortgage Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Term Loan Collateral Agent agree not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Agent. Subject to the provisions of Sections 3.1 and 3.2 above, and (ii) either Agent may join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by the other Agent to enforce Liens on the Collateral, provided that neither Agent, nor the Revolving Credit Claimholders or against any Grantor that Term Loan Claimholders, as the case may be, shall interfere with the Enforcement actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes Revolving Credit Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Revolving Credit Collateral Agent, or any receiver, shall obtain possession or physical control of any parcel of the Real Estate AssetsMortgaged Premises, the Notes Revolving Credit Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Term Loan Collateral Agent of that fact and the US Revolving Credit Term Loan Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Revolving Credit Collateral Agent as to whether it the Term Loan Collateral Agent desires to exercise access rights under this AgreementAgreement as to such parcel of the Mortgaged Premises, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Term Loan Collateral Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Mortgage Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Revolving Credit Collateral Agent as provided in Section 3.2(b3.3(b), the Mortgage Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Mortgage Access Period or for as to any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use parcel of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)such Mortgaged Premises, the US Revolving Credit Term Loan Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Collateral parcel of the Mortgaged Premises for the purpose of arranging for and effecting the sale or other disposition of Revolving Credit Term Loan Primary Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Term Loan Primary Collateral for sale or other disposition. During any such Access Period (or period prior to an Mortgage Access Period), the US Revolving Credit Term Loan Collateral Agent and its representatives (and persons employed on their behalf), ) may continue to operate, service, maintain, process and sell the Revolving Credit Term Loan Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Term Loan Primary Collateral. The US Revolving Credit Term Loan Collateral Agent shall take proper care of any Notes Revolving Credit Primary Collateral that is used by the US Revolving Credit Term Loan Collateral Agent during the Mortgage Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Term Loan Collateral Agent or its agents, representatives or designees and the US Revolving Credit Term Loan Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of any of the Notes Revolving Credit Primary Collateral. The US Term Loan Collateral Agent and the Term Loan Claimholders shall indemnify and hold harmless the Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Term Loan Collateral Agent and the Notes Revolving Credit Collateral Agent shall cooperate and use reasonable efforts to ensure that their activities during the Mortgage Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Notes Revolving Credit Collateral Agent to commence foreclosure of the Notes Mortgages or to show the Notes Revolving Credit Primary Collateral to prospective purchasers and to ready the Notes Revolving Credit Primary Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes Term Loan Collateral Agent shall foreclose or otherwise sell any of the Notes Collateral, the Notes Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Collateral subject from exercising its rights hereunder as to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any a parcel of the Mortgaged Premises grants a non-exclusive easement in gross over its property Premises, then at the Term Loan Collateral Agent’s option, the Mortgage Access Period granted to permit the uses by the US Revolving Credit Term Loan Collateral Agent contemplated by under this Section 3.3.3 for such parcel shall be stayed as to such parcel during the period of such prohibition and shall continue thereafter as to such parcel for the number of days remaining as required under

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral ABL Administrative Agent and the Notes Collateral Agent Agents agree not to commence any Collateral Enforcement Action until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agent. Subject to the provisions of Sections 3.1 and 3.2 above, any Collateral Agent may join in any judicial proceedings commenced by any other Collateral Agent to enforce Liens on the Collateral, provided that no Collateral Agent, and (ii) any Insolvency nor the ABL Claimholders or Liquidation Proceeding is commenced by or against any Grantor that has not been dismissedthe Notes Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to the Priority Collateral of such other parties. (b) If the any Notes Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Properties, the such Notes Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral ABL Administrative Agent of that fact (such notice, a “Notice of Occupancy”) and the US Revolving Credit Collateral ABL Administrative Agent shall, within ten (10) Business Days thereafter, notify the Controlling Notes Collateral Agent as to whether it the ABL Administrative Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral ABL Administrative Agent’s exercise of such access rights; provided, that it is understood and agreed that the Notes Collateral Agents shall obtain possession or physical control of the Mortgaged Property in the manner provided in the applicable Notes Collateral Documents and in the manner provided herein. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Property at differing times, in which case, a differing Access Period may apply to each such property. In the event that the ABL Administrative Agent elects to exercise its access rights as provided in this Agreement, each Notes Collateral Agent agrees, for itself and on behalf of the applicable Notes Claimholders, that in the event that any Notes Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Property, whether before or after the delivery of a Notice of Occupancy to the ABL Administrative Agent, the Notes Collateral Agents shall (i) provide access rights to the ABL Administrative Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the ABL Administrative Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, ensure that the purchaser or other transferee of such Mortgaged Property provides the ABL Administrative Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to the ABL Administrative Agent for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Controlling Notes Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Property. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral ABL Administrative Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Priority Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Priority Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Priority Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral ABL Administrative Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Priority Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Priority Collateral. The US Revolving Credit Collateral ABL Administrative Agent shall take proper care of any Notes Priority Collateral that is used by the US Revolving Credit Collateral ABL Administrative Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral ABL Administrative Agent or its agents, representatives or designees and the US Revolving Credit Collateral ABL Administrative Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Priority Collateral. The US Revolving Credit Collateral ABL Administrative Agent and the Revolving Credit ABL Claimholders shall indemnify and hold harmless the Notes Collateral Agent Agents and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral ABL Administrative Agent and the Notes Collateral Agent Agents 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 Notes Collateral Agent to commence foreclosure of the Notes Mortgages or Agents to show the Notes Priority Collateral to prospective purchasers and to ready the Notes Priority Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the ABL Administrative Agent from exercising any of its rights hereunder, then at the ABL Administrative Agent’s option, the Access Period granted to the ABL Administrative Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If any Notes Collateral Agent shall foreclose or otherwise sell any of the Notes Priority Collateral, the such Notes Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such the Notes Priority Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent Agents that the US Revolving Credit Collateral ABL Administrative Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises Properties grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral ABL Administrative Agent contemplated by this Section 33.3. Each Notes Collateral Agent consents to such easement and to the recordation of a collateral access easement agreement in the relevant real estate records with respect to each parcel of real property that is now or hereafter subject to a Notes Mortgage. The ABL Administrative Agent agrees that upon either a Discharge of ABL Obligations or the expiration of the final Access Period with respect to any parcel of property covered by a Notes Mortgage, it shall, upon request, execute and deliver to the Controlling Notes Collateral Agent, or if a Discharge of Notes Obligations has occurred, to the applicable Grantor, such documentation, in recordable form, as may reasonably be requested to terminate any and all rights with respect to such Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) a. The US Revolving Credit Collateral Agent Agents and the Notes Collateral Agent Pari Passu Representatives agree not to commence Enforcement until the earlier of (i) the date on which (i) an Enforcement Notice has been given to each Pari Passu Representative by any Revolving Credit Agent or to any Revolving Credit Agent by the other Authorized Pari Passu Collateral Agent, as the case may be, and (ii) the date on which any Insolvency or Liquidation Proceeding is commenced by or against any Grantor Grantor. Subject to the provisions of Sections 5.1 and 5.2 above, any of the Revolving Credit Agents, any of the Pari Passu Secured Parties and any of the Subordinated Lien Secured Parties may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the other Person to enforce Liens on the Collateral, provided that has not been dismissed. (b) If no such Revolving Credit Claimholder, Pari Passu Secured Party or Subordinated Lien Secured Party shall interfere with the Notes Enforcement actions of the other with respect to Collateral Agent, in which such party or any its agent or representative has the benefit of the Notes Collateral Agentpriority Lien in accordance herewith. b. If any of the Pari Passu Secured Parties or Subordinated Lien Secured Parties or any of their respective agents or representatives, or any third party pursuant to any Enforcement undertaken by the Notes Collateral Agentany Pari Passu Secured Parties or Subordinated Lien Secured Parties, as applicable, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes Authorized Pari Passu Collateral Agent oror Authorized Subordinated Lien Collateral Agent shall promptly notify the Revolving Credit Agents of that fact and the Revolving Credit Agents shall, within 10 Business Days thereafter, notify the Authorized Pari Passu Collateral Agent or the Authorized Subordinated Lien Collateral Agent, as the case may be, and, if applicable, any such third party (at such address to be provided by the Notes Authorized Pari Passu Collateral Agent or Authorized Subordinated Lien Collateral Agent, as applicable, in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires the Revolving Credit Agents desire to exercise access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s Agents’ exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing timestimes (i.e., the Revolving Credit Agents may obtain possession of one plant at a different time than it obtains possession of other properties), in which case, a differing Access Period may apply to each such property. (c) c. Upon delivery of notice to the Notes Authorized Pari Passu Collateral Agent and Authorized Subordinated Lien Collateral Agent, as the case may be, as provided in Section 3.2(b5.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when Period, the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent Agents and its their respective agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Pari Passu Priority Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Priority Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary Priority Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving 844805.3D-Chicago Server 2A - MSW Credit Collateral Agent Agents and its their respective agents, representatives (and persons employed on their behalf)designees, may continue to operate, service, maintain, process and sell the Revolving Credit Primary Priority Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Priority Collateral. The US Each Revolving Credit Collateral Agent shall take proper care of any Notes Pari Passu Priority Collateral that is used by the US Revolving Credit Collateral Agent it during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Pari Passu Priority Collateral. The US Revolving Credit Collateral Agent Agents and the other Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent Pari Passu Secured Parties and the Notes Claimholders Subordinated Lien Secured Parties for any injury or damage to Persons or property caused by the acts or omissions of Persons under its controlthe control of, or retained by, any of the Revolving Credit Agents or any other Revolving Credit Claimholders. The US Revolving Credit Collateral Agent Agents, the Pari Passu Representatives and the Notes Collateral Agent Subordinated Lien 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 Notes Authorized Pari Passu Collateral Agent to commence foreclosure of the Notes Pari Passu Mortgages or to show the Notes Pari Passu Priority Collateral to prospective purchasers and to ready the Notes Pari Passu Priority Collateral for sale. (d) d. If any order or injunction is issued or stay is granted or otherwise comes into force which prohibits the Revolving Credit Agents from exercising any of their rights hereunder, then at the Revolving Credit Agents’ option, the Access Period granted under this Section 5.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 5.3. If the Notes Authorized Pari Passu Collateral Agent shall foreclose or otherwise sell any of the Notes Pari Passu Priority Collateral, the Notes Collateral Agent such Person will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Pari Passu Priority Collateral subject to the terms of this Agreement. (e) e. The Grantors hereby agree with the Notes Authorized Pari Passu Collateral Agent and the US Revolving Credit any Authorized Subordinated Lien Collateral Agent that the US Revolving Credit Collateral Agent Agents shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent Agents, contemplated by this Section 35.3. Each Pari Passu Representative consents to such easement.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Revolver Agent agrees not to instruct or otherwise cause Collateral Agent and the Notes Collateral Agent agree not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Term Loan Agent by the Revolver Agent. Subject to the provisions of Section 4.4, and (ii) the Term Loan Agent may, to the extent permitted by applicable law, join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by or against any Grantor the Collateral Agent to enforce Liens on the Revolver Priority Collateral; provided that has not been dismissedneither the Term Loan Agent nor the Term Loan Lenders shall interfere with the Enforcement actions of the Collateral Agent with respect to the Revolver Priority Collateral. (b) If the Notes Collateral Agent, Agent or any agent of its agents or representative of the Notes Collateral Agentrepresentatives, or any third party pursuant to any Enforcement undertaken by or on behalf of the Notes Collateral Agent, Term Loan Agent or any receiver, shall obtain possession or physical control of any item of the Real Estate AssetsTerm Loan Priority Collateral (including any contracts, documents, books, records and other information with respect to any Term Loan Priority Mortgaged Property), the Notes Collateral Agent shall promptly notify in writing the Revolver Agent of that fact and the Revolver Agent shall, within ten (10) Business Days thereafter, notify in writing the Term Loan Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent Term Loan Agent, as applicable, in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it the Revolver Agent desires the Collateral Agent to exercise access rights under this AgreementAgreement for any purpose permitted under the Revolver Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Revolver Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets at differing times, in which case, a differing Access Period may apply to each such property. (c) The Term Loan Agent agrees not to instruct or otherwise cause Collateral Agent to commence Enforcement until an Enforcement Notice has been given to the Revolver Agent by the Term Loan Agent. Subject to the provisions of Section 4.5, the Revolver Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by or on behalf of the Collateral Agent to enforce Liens on the Term Loan Priority Collateral, provided that neither the Revolver Agent nor the Revolver Lenders shall interfere with the Enforcement actions of the Collateral Agent with respect to the Term Loan Priority Collateral. (d) If the Collateral Agent, or any of its agents or representatives, or any third party pursuant to any Enforcement undertaken by or on behalf of the Collateral Agent or receiver, shall obtain possession or physical control of any item of Revolver Priority Collateral (including any contracts, documents, books, records and other information with respect to the Term Loan Priority Collateral), the Collateral Agent shall promptly notify in writing the Term Loan Agent of that fact and the Term Loan Agent shall, within ten (10) Business Days thereafter, notify in writing the Collateral Agent, the Revolver Agent or, if applicable, any such third party (at such address to be provided by the Revolver Agent in connection with the applicable Enforcement), as to whether the Term Loan Agent desires the Collateral Agent to exercise access rights under this Agreement for any purpose permitted under the Term Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the Term Loan Agent’s exercise of such access rights. (e) Upon delivery of notice to the Notes Collateral Term Loan Agent as provided in Section 3.2(b4.6(b), the Revolver Access Period shall commence for the subject parcel of Real Estate AssetsTerm Loan Priority Mortgaged Property. During the Revolver Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, use the Notes Collateral applicable Term Loan Priority Mortgaged Property for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary CollateralRevolver Priority Collateral and, including following the productionDischarge of Term Loan Obligations, completionall of the Collateral at that location, packaging, shipping and other preparation it being understood that the Revolver Secured Parties shall not have a right to direct the Collateral Agent to mine or extract any minerals located at any Mortgaged Property until after the Discharge of such Revolving Credit Primary Collateral for sale or dispositionTerm Loan Obligations. During any such Access Period (or period prior to an Revolver Access Period), the US Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf) (pursuant to an Authorized Revolver Act), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Revolver Priority Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Revolver Priority Collateral. The US Revolving Credit Collateral Agent shall (i) take proper care of any Notes Collateral Mortgaged Property that is used by the US Revolving Credit Collateral Agent it during the Revolver Access Period and Period, (ii) promptly repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall designees, (iii) comply with all applicable laws in connection with its use or occupancy of the Notes CollateralMortgaged Property and (iv) leave such Mortgaged Property in substantially the same condition as it was at the commencement of the Revolver Access Period, acknowledging that Revolver Priority Collateral may be removed therefrom. The US Revolving Credit Term Loan Agent shall not bear any expense for any of the actions in the preceding sentence. The Collateral Agent, the Revolver Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Collateral Term Loan Agent shall cooperate and use reasonable efforts to ensure that their activities during the Revolver Access Period as described above do not interfere materially with the activities of the other others as described above, including the right of the Notes Collateral Agent (pursuant to an Act of Term Loan Required Lenders) to commence foreclosure of the Notes Mortgages Mortgaged Property or to show the Notes Term Loan Priority Collateral and any Mortgaged Property to prospective purchasers and to ready the Notes Term Loan Priority Collateral and any Mortgaged Property for sale. . Access rights may apply to differing parcels of Mortgaged Property at differing times (d) i.e. the Collateral Agent, acting for Term Loan Agent, may obtain possession of one property at a different time than it obtains possession of other properties), in which case, a differing Revolver Access Period may apply to each such property. If the Notes Collateral Agent shall foreclose Agent, acting pursuant to an Act of Term Loan Required Lenders, forecloses or otherwise sell sells any of the Notes Collateralsuch Mortgaged Property, the Notes Collateral Agent will notify the buyer thereof of the existence of this Agreement and obtain a written acknowledgement from such buyer, in form and substance satisfactory to the Revolver Agent, that the buyer is acquiring such Notes Collateral Mortgaged Property subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any access rights of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Revolver Agent contemplated by under this Section 34.6.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent, the Note Collateral Agent and the Notes Collateral Agent Note Lien Representatives agree not to commence Enforcement until the earlier of the date on which (iA) an Enforcement Notice has been given to the other Note Collateral Agent or the Revolving Credit Collateral Agent, as the case may be and (iiB) any Insolvency or Liquidation Proceeding is commenced by or against any Grantor that has not been dismissed. Subject to the provisions of Sections 3.1 and 3.2 above, either the Revolving Credit Collateral Agent or the Note Collateral Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the other Person to enforce Liens on the Collateral, provided that neither such Person, nor the Revolving Credit Claimholders or Note Lien Claimholders, as the case may be, shall interfere with the Enforcement actions of the other with respect to Collateral in which such party has the benefit of the priority Lien in accordance herewith. (b) If the Notes Note Collateral Agent, Agent or any agent Note Lien Representative or representative any of the Notes Collateral Agenttheir respective agents or representatives, or any third party pursuant to any Enforcement undertaken by the Notes Note Collateral AgentAgent or any Note Lien Representative, as applicable, or any receiver, shall obtain possession or physical control of any of the Primary Real Estate AssetsAssets or any of the Other Real Estate, the Notes Note Collateral Agent or such Note Lien Representative, as applicable, shall promptly notify the Revolving Credit Collateral Agent of that fact and the Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify Note Collateral Agent or Note Lien Representative or, if applicable, any such third party (at such address to be provided by the Notes Note Collateral Agent or such Note Lien Representative, as applicable, in connection with the applicable Enforcement) shall promptly notify ), as to whether the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires desire to exercise access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s ' exercise of such access rights. Access rights may apply to differing parcels of Other Real Estate Assets at differing timestimes (i.e. a Revolving Credit Collateral Agent may obtain possession of one store at a different time than it obtains possession of other properties), in which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Note Collateral Agent or the relevant Note Lien Representative as provided in Section 3.2(b3.3(b), the Access Period shall commence for all of the Primary Real Estate Assets or the subject parcel of Other Real Estate AssetsEstate, as applicable. During the Access Period or and for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Note Lien Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent and its their agents, representatives and designees shall have a non-exclusive right to have such access to, and a rent free right to use, the Notes Note Lien Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Collateral, including the production, completion, packaging, shipping and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US one or more Revolving Credit Collateral Agent and its their representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Note Lien Collateral that is used by the US Revolving Credit Collateral Agent it during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent them or its their agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Note Lien Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Note Lien Collateral Agent and or the Notes relevant Note Lien Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent, the Note Collateral Agent and the Notes Collateral Agent each Note Lien 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 Notes Note Collateral Agent or any Note Lien Representative to commence foreclosure of the Notes Note Lien Mortgages or to show the Notes Note Lien Collateral to prospective purchasers and to ready the Notes Note Lien Collateral for sale. (d) If the Notes Note Lien Collateral Agent or any Note Lien Representative shall foreclose or otherwise sell any of the Notes Note Lien Collateral, the Notes Collateral Agent such Person will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Note Lien Collateral Agent and the US Revolving Credit Collateral Agent Note Lien Representatives that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 33.3. The Note Lien Collateral Agent and each Note Lien Representative consents to such easement.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent Agents agree not to commence any Collateral Enforcement Action until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agent. Subject to the provisions of Sections 3.1 and 3.2 above, either Collateral Agent may join in any judicial proceedings commenced by the other Collateral Agent to enforce Liens on the Collateral, provided that neither Collateral Agent, and (ii) any Insolvency nor the Revolving Credit Claimholders or Liquidation Proceeding is commenced by or against any Grantor that the Fixed Asset Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes any Fixed Asset Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Fixed Asset Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes such Fixed Asset Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Controlling Fixed Asset Collateral Agent as to whether it the Revolving Credit Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Fixed Asset Collateral Agents shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Fixed Asset Collateral Documents and in the manner provided herein. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such property. In the event that the Revolving Credit Collateral Agent elects to exercise its access rights as provided in this Agreement, each Fixed Asset Collateral Agent agrees, for itself and on behalf of the applicable Fixed Asset Claimholders, that in the event that any Fixed Asset Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the Revolving Credit Collateral Agent, the Fixed Asset Collateral Agents shall (i) provide access rights to the Revolving Credit Collateral Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the Revolving Credit Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall ensure that the purchaser or other transferee of such Mortgaged Premises provides the Revolving Credit Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to the Revolving Credit for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Notes Controlling Fixed Asset Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its agents, representatives and designees (and persons employed Persons em- ployed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Fixed Asset Collateral that is used by the US Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of ABL Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Fixed Asset Collateral Agent Agents and the Notes Fixed Asset Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent Agents 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 Notes Fixed Asset Collateral Agent to commence foreclosure of the Notes Mortgages or Agents to show the Notes Fixed Asset Collateral to prospective purchasers and to ready the Notes Fixed Asset Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes Revolving Credit Collateral Agent from exercising any of its rights hereunder, then at the Revolving Credit Collateral Agent’s option, the Access Period granted to the Revolving Credit Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If any Fixed Asset Collateral Agent shall foreclose or otherwise sell any of the Notes Fixed Asset Collateral, the Notes such Fixed Asset Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Fixed Asset Collateral Agent and the US Revolving Credit Collateral Agent Agents that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 33.3. Each Fixed Asset Collateral Agent consents to such easement and to the recordation of a collateral access easement agreement, in form and substance reasonably acceptable to the Controlling Fixed Asset Collateral Agent, in the relevant real estate records with respect to each parcel of real property that is now or hereafter subject to a Fixed Asset Mortgage. The Revolving Credit Collateral Agent agrees that upon either a Discharge of Revolving Credit Obligations or the expiration of the final Access Period with respect to any parcel of property covered by a Fixed Asset Mortgage, it shall, upon request, execute and deliver to the Controlling Fixed Asset Collateral Agent, or if a Discharge of Fixed Asset Obligations has occurred, to the respective Grantor, such documentation, in recordable form, as may reasonably be requested to terminate any and all rights with respect to such Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Collateral Agent Trustee agree not to commence Enforcement until the earlier of the date on which (iA) an Enforcement Notice has been given to the other Collateral Trustee or the Revolving Credit Collateral Agent, and as the case may be or (iiB) any Insolvency or Liquidation Proceeding is commenced by or against any Grantor that has not been dismissed. Subject to the provisions of Section 3.1, the Collateral Trustee may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the Revolving Credit Collateral Agent to enforce Liens on the Collateral, provided that neither the Collateral Trustee, nor the Term Priority Lien Claimholders or the Subordinated Lien Claimholders shall interfere with the Enforcement actions of the Revolving Credit Collateral Agent with respect to the Revolving Credit Collateral. (b) If the Notes Collateral Agent, Trustee or any agent of its agents or representative of the Notes Collateral Agentrepresentatives, or any third party pursuant to any Enforcement undertaken by the Notes Collateral Agent, Trustee or any receiver, shall obtain possession or physical control of any of the Primary Real Estate AssetsAssets or any of the Other Real Estate, the Notes Collateral Trustee shall promptly notify the Revolving Credit Collateral Agent of that fact and the Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify Collateral Trustee or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent Trustee in connection with the applicable Enforcement) shall promptly notify ), as to whether the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires to exercise access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights. Access rights may apply to differing parcels of Other Real Estate Assets at differing timestimes (i.e. a Revolving Credit Collateral Agent may obtain possession of one leased location at a different time than it obtains possession of other properties), in which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Collateral Agent Trustee as provided in Section 3.2(b), the Access Period shall commence for all of the Primary Real Estate Assets or the subject parcel of Other Real Estate AssetsEstate, as applicable. During the Access Period or and for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Term Priority Lien Collateral or Subordinated Lien Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have such access to, and a rent free right to use, the Notes Term Priority Lien Collateral or Subordinated Lien Collateral, as applicable, for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Collateral, including the production, completion, packaging, shipping and other preparation of such Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Term Priority Lien Collateral and any Subordinated Lien Collateral that is used by the US Revolving Credit Collateral Agent it during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent them or its their agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Term Priority Lien Collateral and Subordinated Lien Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and Trustee, the Notes relevant Term Priority Lien Claimholders or the relevant Subordinated Lien Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Collateral Agent 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 Notes Collateral Agent Trustee to commence foreclosure of the Notes Term Priority Lien Mortgages or Subordinated Lien Mortgages, as applicable, or to show the Notes Term Priority Lien Collateral or Subordinated Lien Collateral, as applicable, to prospective purchasers and to ready the Notes Term Priority Lien Collateral or Subordinated Lien Collateral, as applicable, for sale. (d) If the Notes Collateral Agent Trustee shall foreclose or otherwise sell any of the Notes Term Priority Lien Collateral or Subordinated Lien Collateral, the Notes Collateral Agent as applicable, such Person will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 3.

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent Agents agree not to commence any Collateral Enforcement Action until the earlier of the date on which (i) an Enforcement Notice has been given to the other Collateral Agent. Subject to the provisions of Sections 3.1 and 3.2 above, either Collateral Agent may join in any judicial proceedings commenced by the other Collateral Agent to enforce Liens on the Collateral, provided that neither Collateral Agent, and (ii) any Insolvency nor the Revolving Credit Claimholders or Liquidation Proceeding is commenced by or against any Grantor that the Fixed Asset Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of the other with respect to Collateral in which such party has not been dismissedthe priority Lien in accordance herewith. (b) If the Notes any Fixed Asset Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Fixed Asset Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsMortgaged Premises, the Notes such Fixed Asset Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Controlling Fixed Asset Collateral Agent as to whether it the Revolving Credit Collateral Agent desires to exercise access rights under this AgreementAgreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Fixed Asset Collateral Agents shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Fixed Asset Collateral Documents and in the manner provided herein. Access rights may apply to differing parcels of Real Estate Assets Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such property. In the event that the Revolving Credit Collateral Agent elects to exercise its access rights as provided in this Agreement, each Fixed Asset Collateral Agent agrees, for itself and on behalf of the applicable Fixed Asset Claimholders, that in the event that any Fixed Asset Claimholder exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the Revolving Credit Collateral Agent, the Fixed Asset Collateral Agents shall (i) provide access rights to the Revolving Credit Collateral Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the Revolving Credit Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall ensure that the purchaser or other transferee of such Mortgaged Premises provides the Revolving Credit Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to the Revolving Credit for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement. (c) Upon delivery of notice to the Notes Controlling Fixed Asset Collateral Agent as provided in Section 3.2(b3.3(b), the Access Period shall commence for the subject parcel of Real Estate AssetsMortgaged Premises. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary ABL Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Collateral for sale or disposition. During any such Access Period (or period prior to an Access Period), the US Revolving Credit Collateral Agent and its agents, representatives and designees (and persons Persons employed on their behalfrespective behalves), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL Collateral. The US Revolving Credit Collateral Agent shall take proper care of any Notes Fixed Asset Collateral that is used by the US Revolving Credit Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Notes Fixed Asset Collateral. The US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of ABL Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Notes Fixed Asset Collateral Agent Agents and the Notes Fixed Asset Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Fixed Asset Collateral Agent Agents 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 Notes Fixed Asset Collateral Agent to commence foreclosure of the Notes Mortgages or Agents to show the Notes Fixed Asset Collateral to prospective purchasers and to ready the Notes Fixed Asset Collateral for sale. (d) If any order or injunction is issued or stay is granted which prohibits the Notes Revolving Credit Collateral Agent from exercising any of its rights hereunder, then at the Revolving Credit Collateral Agent’s option, the Access Period granted to the Revolving Credit Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3. If any Fixed Asset Collateral Agent shall foreclose or otherwise sell any of the Notes Fixed Asset Collateral, the Notes such Fixed Asset Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes the Fixed Asset Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Fixed Asset Collateral Agent and the US Revolving Credit Collateral Agent Agents that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by this Section 33.3. Each Fixed Asset Collateral Agent consents to such easement and to the recordation of a collateral access easement agreement, in form and substance reasonably acceptable to the Controlling Fixed Asset Collateral Agent, in the relevant real estate records with respect to each parcel of real property that is now or hereafter subject to a Fixed Asset Mortgage. The Revolving Credit Collateral Agent agrees that upon either a Discharge of Revolving Credit Obligations or the expiration of the final Access Period with respect to any parcel of property covered by a Fixed Asset Mortgage, it shall, upon request, execute and deliver to the Controlling Fixed Asset Collateral Agent, or if a Discharge of Fixed Asset Obligations has occurred, to the respective Grantor, such documentation, in recordable form, as may reasonably be requested to terminate any and all rights with respect to such Access Periods.

Exercise of Remedies – Collateral Access Rights. (a) The US If any Fixed Asset Collateral Agent, or any agent or representative of any Fixed Asset Collateral Agent, shall, after any Fixed Asset Default, obtain possession or physical control of any of the Fixed Asset Collateral or any Fixed Asset Collateral Agent shall sell or otherwise dispose of any Fixed Asset Collateral to any third party (each a “Third Party Purchaser”), such Fixed Asset Collateral Agent shall promptly notify the Revolving Credit Collateral Agent in writing of that fact, and the Notes Revolving Credit Collateral Agent agree not shall promptly thereafter notify such Fixed Asset Collateral Agent in writing as to commence Enforcement until whether the earlier of Revolving Credit Collateral Agent desires to exercise access rights under this Section 3.3. In addition, if the date on which (i) an Enforcement Notice has been given to the other Agent, and (ii) any Insolvency or Liquidation Proceeding is commenced by or against any Grantor that has not been dismissed. (b) If the Notes Revolving Credit Collateral Agent, or any agent or representative of the Notes Revolving Credit Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate AssetsFixed Asset Collateral, following the Notes delivery to the Controlling Fixed Asset Collateral Agent orof an Enforcement Notice with respect to the disposition of any ABL Collateral, if applicable, any such third party (at such address to be provided by then the Notes Revolving Credit Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Controlling Fixed Asset Collateral Agent in writing that it is exercising its access rights under this Agreement and its rights under Section 3.4 in respect of such ABL Collateral. Upon delivery of such notice of exercise of access rights by the Revolving Credit Collateral Agent of that fact and to the US Revolving Credit Controlling Fixed Asset Collateral Agent shallAgent, within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires to exercise access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of such access rights. Consistent with the definition of “Access and Use Period”, access rights may apply to differing parcels portions of Real Estate Assets the Fixed Asset Collateral at differing times, in which case, a differing Access and Use Period may will apply to each such propertyportion. (cb) Upon delivery of notice to the Notes Collateral Agent as provided in Section 3.2(b)During any pertinent Access and Use Period, the Access Period shall commence for the subject parcel of Real Estate Assets. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a an irrevocable, non-exclusive right to have access to, and a rent royalty-free, rent-free right to use, the Notes Fixed Asset Collateral for the purpose of (i) arranging for and effecting the sale or disposition of Revolving Credit Primary any ABL Collateral, including the production, completion, packaging, shipping packaging and other preparation of such Revolving Credit Primary ABL Collateral for sale or disposition; (ii) selling the ABL Collateral (by public auction, private sale, a “store closing”, “going out of business” sale or other sale, whether in bulk, in lots or to customers in the ordinary course of business or otherwise and which sale may include augmented Inventory of the same type sold in any Grantor’s business); (iii) storing or otherwise dealing with the ABL Collateral; or (iv) taking any action necessary to complete the assembly, manufacture, processing, packaging, storage, sale or disposal (whether in bulk, in lots or to customers in the ordinary course of business or otherwise), transportation or shipping and/or removal of, in any lawful manner (A) work-in-process; (B) raw materials; (C) Inventory; or (D) any other item of ABL Collateral, in each case without the involvement of or interference by any Fixed Asset Collateral Agent or any other Fixed Asset Claimholder or liability to any Fixed Asset Collateral Agent or any other Fixed Asset Claimholder. During any such Access Period (or period prior to an Access and Use Period), the US Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL Collateral, as well as to engage in bulk sales or other liquidations of ABL Collateral; provided, however, that Revolving Credit Primary CollateralCollateral Agent and the other Revolving Credit Claimholders represented by it shall be obligated to pay any utility, rental, lease or similar charges and payments owed to third parties that accrue during, or that arise as a result of, such use to the extent not paid for by the Grantors. The US Revolving Credit Collateral Agent shall take proper and reasonable care under the circumstances of any Notes Fixed Asset Collateral that is used by the US Revolving Credit Collateral Agent it during the Access and Use Period and repair and replace any physical damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, representatives or designees designees, and the US Revolving Credit Collateral Agent shall comply with all applicable laws in all material respects in connection with its use or occupancy of the Notes Fixed Asset Collateral. The US Revolving Credit Collateral Agent and the other Revolving Credit Claimholders shall indemnify and hold harmless reimburse the Notes Fixed Asset Collateral Agent and the Notes Claimholders Agents for any injury or damage to Persons or property (ordinary wear-and-tear excepted) directly caused by the acts or omissions of Persons under its the Revolving Credit Collateral Agent’s control and shall indemnify and hold harmless each Fixed Asset Collateral Agent and the other Fixed Asset Claimholders represented by it for any injury or damage to Persons directly caused by the acts or omissions of Persons under the Revolving Credit Collateral Agent’s control. The US ; provided, however, that the Revolving Credit Collateral Agent and the Notes other Revolving Credit Claimholders will not be liable for any diminution in the value of the Fixed Asset Collateral caused by the absence of the ABL Collateral therefrom and none of the Revolving Credit Claimholders have any duty or liability to maintain the Fixed Asset Collateral in a condition or manner better than that in which it was maintained prior to the access or use thereof by any or all of the Revolving Credit Claimholders. In no event shall the Revolving Credit Collateral Agent or the other Revolving Credit Claimholders have any liability to any Fixed Asset Collateral Agent and/or the Fixed Asset Claimholders hereunder as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Fixed Asset Collateral existing prior to the date of the exercise by the Revolving Credit Collateral Agent of its rights under this Agreement. The Revolving Credit Collateral Agent and the Fixed Asset Collateral Agents shall cooperate and use reasonable efforts to ensure that their activities during the Access and Use Period as described above do not unduly interfere materially with the activities of the other as described above, including the right of the Notes Fixed Asset Collateral Agent to commence foreclosure of the Notes Mortgages or Agents to show the Notes Fixed Asset Collateral to prospective purchasers and to ready the Notes Fixed Asset Collateral for sale. (dc) If the Notes The Fixed Asset Collateral Agent Agents shall foreclose not sell or otherwise sell dispose of any of the Notes CollateralFixed Asset Collateral prior to the expiration of the Access and Use Period, the Notes Collateral Agent will notify as applicable, unless the buyer thereof of agrees in writing to acquire the existence of this Agreement and that the buyer is acquiring such Notes Fixed Asset Collateral subject to the terms of Section 3.3 and Section 3.4 of this Agreement. (e) The Grantors hereby agree Agreement and agrees therein to comply with the Notes terms thereof . The rights of the Revolving Credit Collateral Agent and the US other Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by Claimholders under this Section 3.3.3 and Section

Exercise of Remedies – Collateral Access Rights. (a) The US Revolving Credit ABL Collateral Agent and the Notes Collateral Agent agree agrees not to commence Enforcement until the earlier of the date on which (i) an Enforcement Notice has been given to the other Term Loan Collateral Agent. Subject to the provisions of Section 3.1, and (ii) the Term Loan Collateral Agent may, to the extent permitted by applicable law, join in any Insolvency or Liquidation Proceeding is judicial proceedings commenced by or against any Grantor the ABL Collateral Agent to enforce Liens on the ABL First Lien Collateral; provided that has not been dismissedneither the Term Loan Collateral Agent nor the Term Loan Secured Parties shall interfere with the Enforcement actions of the ABL Collateral Agent with respect to the ABL First Lien Collateral. (b) If the Notes Term Loan Collateral Agent, Agent or any agent of its agents or representative of the Notes Collateral Agentrepresentatives, or any third party pursuant to any Enforcement undertaken by the Notes Term Loan Collateral Agent, Agent or any receiver, shall obtain possession or physical control of any item of the Term Loan First Lien Collateral (including any contracts, documents, books, records and other information with respect to any Term Loan Mortgaged Real Estate AssetsProperty), the Notes Term Loan Collateral Agent shall promptly notify in writing the ABL Collateral Agent of that fact and the ABL Collateral Agent shall, within ten (10) Business Days thereafter, notify in writing the Term Loan Collateral Agent or, if applicable, any such third party (at such address to be provided by the Notes Term Loan Collateral Agent Agent, as applicable, in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall), within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it the ABL Collateral Agent desires to exercise access rights under this AgreementAgreement for any purpose permitted under the ABL Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit ABL Collateral Agent’s exercise of such access rights. Access rights may apply to differing parcels of Real Estate Assets at differing times, in which case, a differing Access Period may apply to each such property. (c) The Term Loan Collateral Agent agrees not to commence Enforcement until an Enforcement Notice has been given to the ABL Collateral Agent by the Term Loan Collateral Agent. Subject to the provisions of Section 3.2, the ABL Collateral Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by the Term Loan Collateral Agent to enforce Liens on the Term Loan First Lien Collateral, provided that neither the ABL Collateral Agent nor the ABL Secured Parties shall interfere with the Enforcement actions of the Term Loan Collateral Agent with respect to the Term Loan First Lien Collateral. (d) If the ABL Collateral Agent or any of its agents or representatives, or any third party pursuant to any Enforcement undertaken by the ABL Collateral Agent or receiver, shall obtain possession or physical control of any item of ABL First Lien Collateral (including any contracts, documents, books, records and other information with respect to the ABL First Lien Collateral or the Term Loan First Lien Collateral), the ABL Collateral Agent shall promptly notify in writing the Term Loan Collateral Agent of that fact and the Term Loan Collateral Agent shall, within ten (10) Business Days thereafter, notify in writing the ABL Collateral Agent or, if applicable, any such third party (at such address to be provided by the ABL Collateral Agent in connection with the applicable Enforcement), as to whether the Term Loan Collateral Agent desires to exercise access rights under this Agreement for any purpose permitted under the Term Loan Documents (including enforcement of rights and remedies), at which time the parties shall confer in good faith to coordinate with respect to the Term Loan Collateral Agent’s exercise of such access rights. (e) Upon delivery of notice to the Notes Term Loan Collateral Agent as provided in Section 3.2(b3.3(b), the ABL Access Period shall commence for the subject parcel of Term Loan Mortgaged Real Estate AssetsProperty. During the ABL Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset)Period, the US Revolving Credit ABL Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent rent-free right to use, use the Notes Collateral applicable Term Loan Mortgaged Real Property for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary CollateralABL First Lien Collateral and, including following the productionDischarge of Term Loan Obligations, completionall of the Collateral at that location, packaging, shipping and other preparation it being understood that the ABL Secured Parties shall not have a right to mine or extract any minerals located at any Term Loan Mortgaged Real Property until after the Discharge of such Revolving Credit Primary Collateral for sale or dispositionTerm Loan Obligations. During any such Access Period (or period prior to an ABL Access Period), the US Revolving Credit ABL Collateral Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary ABL First Lien Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary ABL First Lien Collateral. The US Revolving Credit ABL Collateral Agent shall (i) take proper care of any Notes Collateral Term Loan Mortgaged Real Property that is used by the US Revolving Credit Collateral Agent it during the ABL Access Period and Period, (ii) promptly repair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent it or its agents, representatives or designees and the US Revolving Credit Collateral Agent shall designees, (iii) comply with all applicable laws in connection with its use or occupancy of the Notes CollateralTerm Loan Mortgaged Real Property and (iv) leave such Term Loan Mortgaged Real Property in substantially the same condition as it was at the commencement of the ABL Access Period. The US Revolving Credit Term Loan Collateral Agent shall not bear any expense for any of the actions in the preceding sentence. The ABL Collateral Agent and the Revolving Credit Claimholders shall indemnify and hold harmless the Notes Collateral Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral Agent and the Notes Term Loan Collateral Agent shall cooperate and use reasonable efforts to ensure that their activities during the ABL Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Notes Term Loan Collateral Agent or any Term Loan Secured Parties to commence foreclosure of the Notes Mortgages Term Loan Mortgaged Real Property or to show the Notes Term Loan First Lien Collateral and any Term Loan Mortgaged Real Property to prospective purchasers and to ready the Notes Term Loan First Lien Collateral and any Term Loan Mortgaged Real Property for sale. . Access rights may apply to differing parcels of Term Loan Mortgaged Real Property at differing times (d) i.e. the Term Loan Collateral Agent may obtain possession of one property at a different time than it obtains possession of other properties), in which case, a differing ABL Access Period may apply to each such property. If the Notes Term Loan Collateral Agent shall foreclose forecloses or otherwise sell sells any of the Notes Collateralsuch Term Loan Mortgaged Real Property, the Notes Term Loan Collateral Agent will notify the buyer thereof of the existence of this Agreement and obtain a written acknowledgement from such buyer, in form and substance satisfactory to the ABL Collateral Agent, that the buyer is acquiring such Notes Collateral Term Loan Mortgaged Real Property subject to the terms access rights of this Agreement. (e) The Grantors hereby agree with the Notes ABL Collateral Agent and the US Revolving Credit Collateral Agent that the US Revolving Credit Collateral Agent shall have access, during the Access Period, as described herein and each such Grantor that owns any of the Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the uses by the US Revolving Credit Collateral Agent contemplated by under this Section 33.3.