Common use of Inspection and Access Rights Clause in Contracts

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies of the Term Agent, the ABL Agent or any other Person (including any ABL Loan Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (i) during normal business hours on any Business Day, to access ABL Priority Collateral that (x) is stored or located in or on, (y) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (z) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Priority Collateral, and (ii) during the Use Period shall have the right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property), each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Party’s business), store or otherwise deal with the ABL Priority Collateral, in each case without the involvement of or interference by any Term Credit Party or liability to any Term Credit Party. In the event that any ABL Credit Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent Agents or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentRemedies, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of the PPSA or Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of the PPSA or Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral (collectively, the “ABL Joint Collateral”), and (iib) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, fixtures, General Intangibles, Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Joint Collateral or any other sale or liquidation of the ABL Priority Joint Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent Agents may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by or on behalf of the ABL Agent) and whether or not the Term Agent or any other Term Credit Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies of the Term Agent), the ABL Agent or any other Person (including any ABL Loan Partythe Borrower or Guarantor) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during normal business hours on any Business Daybusiness day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Priority Collateral, and (iib) during the Use Period shall have the right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property), each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Partythe Borrower’s and Guarantors’ business), store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party (and whether or not the Term Agent or any other Term Secured Party has commenced and is continuing to Exercise Any Secured Creditor Remedies of the Term Agent) or liability to any Term Credit Secured Party. In the event that any ABL Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) Agent with respect to the ABL Priority Collateral and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentAgent with respect to the Term Priority Collateral or otherwise, the ABL Agent or any other Person (including any ABL Loan Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during normal business hours on any Business Day, the Use Period to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-9- 335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral, and (iib) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, Fixturesincluding Equipment (as defined in the Uniform Commercial Code), Intellectual Property and Real PropertyGeneral Intangibles (as defined in the Uniform Commercial Code)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party (and whether or not the Term Agent or any Term Secured Party has commenced and is continuing to Exercise any Secured Creditor Remedies) or liability to any Term Credit Secured Party; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Cash Flow Agent or any other Term Credit Cash Flow Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term Cash Flow Agent, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Cash Flow Priority Collateral, and (iib) during the Use Period Period, shall have the right to use the Term Cash Flow Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property), each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Cash Flow Secured Party or any Junior Secured Party or liability to any Term Credit Cash Flow Secured Party or any Junior Secured Party. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Cash Flow Agent may not sell, assign or otherwise transfer the related Term Cash Flow Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent Agents or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentRemedies, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral (collectively, the “ABL Joint Collateral”), and (iib) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Joint Collateral or any other sale or liquidation of the ABL Priority Joint Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent Agents may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentRemedies, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral (collectively, the “ABL Affected Collateral”), and (iib) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or any Junior Secured Party or liability to any Term Credit Secured Party or any Junior Secured Party; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Affected Collateral or any other sale or liquidation of the ABL Priority Affected Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent Representative or any other ABL Credit Secured Party may otherwise have under applicable law Applicable Law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise exercise of Any any Secured Creditor Remedies by the ABL AgentRepresentative) and whether or not the Designated Term Agent Priority Representative or any other Term Credit Priority Debt Party has commenced and is continuing the Exercise of Any to exercise any Secured Creditor Remedies of the Term AgentRemedies, the ABL Agent Representative or any other Person (including any ABL Loan PartyGrantor) acting with the consent, or on behalf, of the ABL AgentRepresentative, shall have the right (i) during normal business hours on any Business Day, to access ABL Priority Collateral that (xA) is stored or located in or on, (yB) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (zC) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Priority Collateral, and (ii) during the Use Period Period, shall have the right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property), each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan PartyGrantor’s business), store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Priority Debt Party or liability to any Term Credit Priority Debt Party. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise exercise of Any any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party a Grantor (with the consent of the ABL AgentRepresentative), the no Term Agent Priority Debt Party may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.65.09.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent Agents or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentRemedies, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (i) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xA) is stored or located in or on, (yB) has become an accession with respect to (within the meaning of Section 9-9 335 of the Uniform Commercial Code), or (zC) has been commingled with (within the meaning of Section 9-9 336 of the Uniform Commercial Code), ) Term Priority Collateral (collectively, the “ABL Joint Collateral”), and (ii) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent free, royalty free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party, but with reasonable advance notice to each Term Agent and at the sole cost and expense of the ABL Agent or such other Person acting with the consent, or on behalf, of the ABL Agent; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Joint Collateral or any other sale or liquidation of the ABL Priority Joint Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent Agents may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6. If the ABL Agent or any other Person acting with the consent, or on behalf, of the ABL Agent conducts a public auction or private sale of the ABL Priority Collateral at any of the Real Property included within the Term Priority Collateral, the ABL Agent or such other Person shall use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt any Term Agent’s use of such Real Property for the benefit of the Term Secured Parties.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent Agents or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentRemedies, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (i) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xA) is stored or located in or on, (yB) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (zC) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral (collectively, the “ABL Joint Collateral”), and (ii) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party, but with reasonable advance notice to each Term Agent and at the sole cost and expense of the ABL Agent or such other Person acting with the consent, or on behalf, of the ABL Agent; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Joint Collateral or any other sale or liquidation of the ABL Priority Joint Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent Agents may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6. If the ABL Agent or any other Person acting with the consent, or on behalf, of the ABL Agent conducts a public auction or private sale of the ABL Priority Collateral at any of the Real Property included within the Term Priority Collateral, the ABL Agent or such other Person shall use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt any Term Agent’s use of such Real Property for the benefit of the Term Secured Parties.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent Agents or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL AgentAgents) and whether or not the Term Second Lien Agent or any other Term Credit Second Lien Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term Second Lien Agent, the ABL Agent Agents or any other Person (including any ABL Loan Party) acting with the consent, or on behalf, of the ABL AgentAgents, shall have the right (ia) during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, or (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Second Lien Priority Collateral, and (iib) during the Use Period Period, shall have the right to use the Term Second Lien Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property)Collateral, each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions action to perfect its Lien Liens on, complete a production run of Inventory involvinginventory, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 the any ABL Loan Party’s business), store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Second Lien Secured Party or liability to any Term Credit Second Lien Secured Party. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (with the consent of the ABL AgentAgents), the Term Second Lien Agent may not sell, assign or otherwise transfer the related Term Second Lien Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.63.5.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term any Notes Collateral Agent or any other Term Credit Notes Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term any Notes Collateral Agent, the ABL Agent or any other Person (including any ABL Loan Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during the Use Period or otherwise in connection with the conducting of audits and appraisals in the ordinary course, during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, or (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Notes Priority Collateral, and (iib) during the Use Period Period, shall have the right to use the Term Notes Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property)Collateral, each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions action to perfect its Lien Liens on, complete a production run of Inventory involvinginventory, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 the any ABL Loan Party’s business), store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Notes Secured Party or liability to any Term Credit Notes Secured Party. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (with the consent of the ABL Agent), the Term Agent Notes Collateral Agents may not sell, assign or otherwise transfer the related Term Notes Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.63.4.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent Agents or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentRemedies, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (i) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xA) is stored or located in or on, (yB) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (zC) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral (collectively, the “ABL Joint Collateral”), and (ii) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, #94592040v2 Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party, but with reasonable advance notice to each Term Agent and at the sole cost and expense of the ABL Agent or such other Person acting with the consent, or on behalf, of the ABL Agent; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Joint Collateral or any other sale or liquidation of the ABL Priority Joint Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent Agents may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6. If the ABL Agent or any other Person acting with the consent, or on behalf, of the ABL Agent conducts a public auction or private sale of the ABL Priority Collateral at any of the Real Property included within the Term Priority Collateral, the ABL Agent or such other Person shall use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt any Term Agent’s use of such Real Property for the benefit of the Term Secured Parties.

Inspection and Access Rights. (ac) Without limiting any rights the ABL Agent Agents or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL AgentAgents) and whether or not the Term Second Lien Agent or any other Term Credit Second Lien Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term Second Lien Agent, the ABL Agent Agents or any other Person (including any ABL Loan Party) acting with the consent, or on behalf, of the ABL AgentAgents, shall have the right (ia) during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, or (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Second Lien Priority Collateral, and (iib) during the Use Period Period, shall have the right to use the Term Second Lien Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property)Collateral, each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions action to perfect its Lien Liens on, complete a production run of Inventory involvinginventory, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 the any ABL Loan Party’s business), store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Second Lien Secured Party or liability to any Term Credit Second Lien Secured Party. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (with the consent of the ABL AgentAgents), the Term Second Lien Agent may not sell, assign or otherwise transfer the related Term Second Lien Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.63.5.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and and/or is continuing the to Exercise of Any Secured Creditor Remedies of the with respect to Term AgentPriority Collateral or otherwise, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the prior written consent, or on behalf, of the ABL Agent, shall have the irrevocable right (ia) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral, and (iib) during the Use Period shall have the right Period, to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order solely for the limited purposes of assembling, inspecting, copying or downloading information relating to assemble, inspect, copy or download information stored on, take taking actions to perfect its Lien on, complete a production run of completing Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar sale or by any 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and and/or is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the any ABL Priority Collateral has been commenced by the ABL Agent or an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term Agent, the ABL Agent or any other Person (including any ABL Loan Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, or (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Priority Collateral, and (iib) during the Use Period Period, shall have the right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property)Collateral, each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions action to perfect its Lien Liens on, complete a production run of Inventory involvinginventory, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 the any ABL Loan Party’s business), store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.63.5.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the any Term Agent or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the any Term Agent, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Priority Collateral, and (iib) during the Use Period Period, shall have the right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property), each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 the any ABL Loan Credit Party’s business), store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent Agents may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies of the Term Agent, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (i) during normal business hours on any Business Day, to access ABL Priority Collateral that (x) is stored or located in or on, (y) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (z) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Priority Collateral, and (ii) during the Use Period Period, shall have the right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property), each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 and quality sold in any ABL Loan Credit Party’s businessbusiness within six (6) months prior to the commencement of the sale, provided, that none of the augmented inventory (other than inventory ordered by a Credit Party prior to the Exercise of Secured Creditors Remedies) shall be branded with any Credit Party’s Trademark, but such augmented Inventory may be sold in a Credit Party’s store location with signage using a Credit Party’s Trademarks), store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in connection with the exercise of any of such rights, including, without limitation, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term Agent, the ABL Agent or any other Person (including any ABL Loan PartyObligor) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, or (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial CodeCode or other applicable Canadian law), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial CodeCode or other applicable Canadian law), Term Priority Collateral, and (iib) during the Use Period Period, shall have the right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property)Collateral, each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions action to perfect its Lien Liens on, complete a production run of Inventory involvinginventory, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 the any ABL Loan PartyObligor’s business), store or otherwise deal with the ABL Priority Collateral, in each case without the involvement of or interference by any Term Credit Party or liability to any Term Credit PartyParty (except to the extent set forth in Sections 3.5(c) and (e)), provided that the ABL Agent shall , furnish prompt written notice to the Term Agent of the exercise of any rights of the ABL Agent and ABL Secured Parties hereunder. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party Obligor (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.63.5.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent, any other ABL Secured Party, the Receivables Agent or any other ABL Credit Party Receivables Purchaser may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, Enforcement by means of a sale pursuant to Section 363 of the Bankruptcy Code) or on behalf of the ABL Priority Collateral (Agent or any other Exercise of Any Secured Creditor Remedies by Receivables Agent, as applicable, the ABL Agent) and whether or not the Term Agent or any other Term Credit Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies of the Term Agent, the ABL Receivables Agent or any other Person (including any ABL Loan Partythe Borrowers and/or Originators) acting with the consent, or on behalf, of the ABL Agent or Receivables Agent, as applicable, shall have the right (ia) during normal business hours on any Business Daybusiness day, to access ABL Priority Collateral or Receivables Assets, as applicable, that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Priority ICA Collateral, and (iib) during the Use Period shall have the right to use the Term Priority ICA Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Propertytrademarks owned or licensed), each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” business or similar 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 ABL Loan Party’s the Borrowers and/or Originators business), store or otherwise deal with the ABL Priority CollateralCollateral or Receivables Assets, in each case without notice to, the involvement of or interference by any Term Credit ICA Secured Party (and whether or liability to not the ICA Agent or any Term Credit Party. In the event that any ABL Credit other ICA Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to exercise any secured creditor remedies) or liability to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.6ICA Secured Party.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in connection with the exercise of any of such rights, including, without limitation, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term Agent, the ABL Agent or any other Person (including any ABL Loan PartyObligor) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, or (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Priority Collateral, and (iib) during the Use Period Period, shall have the right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property)Collateral, each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions action to perfect its Lien Liens on, complete a production run of Inventory involvinginventory, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 the any ABL Loan PartyObligor’s business), store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party, provided that the ABL Agent shall, furnish prompt written notice to the Term Agent of the exercise of any rights of the ABL Agent and ABL Secured Parties hereunder. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party Obligor (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.63.5.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreementagreement (including under any ABL Document), in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL AgentAgent in respect of ABL Priority Collateral) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentAgent with respect to the Term Priority Collateral or otherwise, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall shall, at the cost and expense of the Credit Parties, have the right (ia) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral, and (iib) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement, the ABL Documents and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of substantially similar to this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentAgent with respect to the Term Priority Collateral or otherwise, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-9- 335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral, and (iib) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent Revolving Lender or any other ABL Credit Revolving Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Revolving Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL AgentRevolving Lender) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies of the Term Agent, the ABL Agent Revolving Lender or any other Person (including any ABL Revolving Loan PartyParty or any agent thereof) acting with the consent, or on behalf, of the ABL AgentRevolving Lender, shall have the right (on a rent free and royalty free basis) (i) during normal business hours on any Business Day, to access ABL Revolving Priority Collateral that (x) is stored or located in or on, (y) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial CodeCode or other applicable law), or (z) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial CodeCode or other applicable law), Term Priority Collateral, and (ii) during the Use Period Period, shall have the right to use and access all of the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property)Estate, each but excluding cash proceeds of Term Priority Collateral) and all information which is stored or located in or on the foregoing Term Loan Priority Collateral in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involvingInventory, take possession of, move, prepare and advertise for sale, sell (by public auction, auction or private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Party’s businessInventory), store store, collect or otherwise deal with the ABL Revolving Priority Collateral, in each case without the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party. In ; provided, however, that the event that any ABL Credit Party has commenced and is continuing expiration of the Exercise Use Period shall be without prejudice to the sale or other disposition of Any Secured Creditor Remedies with respect to any ABL the Revolving Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (in accordance with the consent of the ABL Agent), the this Agreement and applicable law. The Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use PeriodCollateral, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.6. In addition, during the Use Period, the Revolving Lender and the Revolving Secured Parties shall have the right to access and copy (or otherwise duplicate, including download) Term Priority Collateral consisting of Books and Records (which shall include, without limitation, all books, databases, customer lists, engineer drawings and records, whether tangible or electronic) which contain any information relating to any Revolving Priority Collateral (collectively, “Related Books and Records”). Without regard to the expiration of the Use Period, the Revolving Lender shall have the right to utilize all such Related Books and Records which the Revolving Lender has copied or otherwise duplicated until the completion of the sale, disposition, collection, or other transfer by, or with the consent of, the Revolving Lender (including any sale, disposition or other transfer by any Loan Party, any agent, receiver, interim receiver or receiver-manager of any Loan Party or any agent of the Revolving Agent (including any receiver, receiver manager or interim receiver)) of all Revolving Priority Collateral.

Inspection and Access Rights. (ai) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentRemedies, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (ia) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral (collectively, the “ABL Affected Collateral”), and (iib) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Affected Collateral or any other sale or liquidation of the ABL Priority Affected Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent Revolving Lender or any other ABL Credit Revolving Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Revolving Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL AgentRevolving Lender) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies of the Term Agent, the ABL Agent Revolving Lender or any other Person (including any ABL Revolving Loan PartyParty or any agent thereof) acting with the consent, or on behalf, of the ABL AgentRevolving Lender, shall have the right (on a rent free and royalty free basis) (i) during normal business hours on any Business Day, to access ABL Revolving Priority Collateral that (x) is stored or located in or on, (y) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial CodeCode or other applicable law), or (z) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial CodeCode or other applicable law), Term Priority Collateral, and (ii) during the Use Period Period, shall have the right to use and access all of the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property)Estate, each but excluding cash proceeds of Term Priority Collateral) and all information which is stored or located in or on the foregoing Term Loan Priority Collateral in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involvingInventory, take possession of, move, prepare and advertise for sale, sell (by public auction, auction or private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Party’s businessInventory), store store, collect or otherwise deal with the ABL Revolving Priority Collateral, in each case without the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party. In the event ; provided, however, that any ABL Credit Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless Period shall be without prejudice to the purchaser, assignee sale or transferee thereof agrees to be bound by other disposition of the provisions of Revolving Priority Collateral in accordance with this Section 3.6.Agreement and applicable law. The Term

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term Agent, the ABL Agent Agent, or any other Person (including any ABL Loan PartyBorrower or Guarantor) acting with the consent, or on behalf, of the ABL Agent, Agent shall have the right (ia) during normal business hours on any Business Daybusiness day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), UCC) or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial CodeUCC), Term Priority Collateral, and (iib) during the Use Period shall have the right to reasonably use the Term Priority Collateral (including, without limitation, Equipment, Fixturescomputers, Intellectual Property software, intellectual property, General Intangibles, real property and Real Propertybooks and Records), each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, ,” “going out of business” or similar 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 ABL Loan Party’s business)otherwise, store or otherwise deal with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party; provided, however, if the Term Agent takes actual possession of any Term Priority Collateral in contemplation of a sale of such Term Priority Collateral or is otherwise exercising a remedy with respect to Term Priority Collateral, the Term Agent shall give the ABL Agent reasonable opportunity (of reasonable duration and with reasonable advance notice) prior to the Term Agent’s sale of any such Term Priority Collateral to access ABL Priority Collateral as contemplated above. In the event that any ABL Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent Agents or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term AgentRemedies, the ABL Agent or any other Person (including any ABL Loan Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (i) during the Use Period during normal business hours on any Business Day, to access ABL Priority Collateral that (xA) is stored or located in or on, (yB) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (zC) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral (collectively, the “ABL Joint Collateral”), and (ii) during the Use Period Period, shall have the irrevocable right to use the Term Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete completing a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Credit Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party, but with reasonable advance notice to each Term Agent and at the sole cost and expense of the ABL Agent or such other Person acting with the consent, or on behalf, of the ABL Agent; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the #94592040v2 EXHIBIT F Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Joint Collateral or any other sale or liquidation of the ABL Priority Joint Collateral has been commenced by an ABL Loan Credit Party (with the consent of the ABL Agent), the Term Agent Agents may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6. If the ABL Agent or any other Person acting with the consent, or on behalf, of the ABL Agent conducts a public auction or private sale of the ABL Priority Collateral at any of the Real Property included within the Term Priority Collateral, the ABL Agent or such other Person shall use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt any Term Agent’s use of such Real Property for the benefit of the Term Secured Parties.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Agent) ), and whether or not the Term Agent or any other Term Credit Secured Party has commenced and is continuing the to Exercise of Any Secured Creditor Remedies of the Term Agent, the ABL Agent or any other Person (including any ABL Loan Party) acting with the consent, or on behalf, of the ABL Agent, during the Use Period, (a) shall have the right (i) right, during normal business hours on any Business Day, to access ABL Priority Collateral that (xi) is stored or located in or on, (yii) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (ziii) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), ) Term Priority Collateral (collectively, the “ABL Joint Collateral”), and (iib) during the Use Period shall have the irrevocable right to use the Term Priority Collateral (includingincluding Equipment, without limitation, EquipmentInventory, Fixtures, Intellectual Property Property, General Intangibles and Real Property)) on a rent-free, royalty-free basis, each of the foregoing in order to assemblesolely for the limited purposes of assembling, inspectinspecting, copy copying or download downloading information stored on, take taking actions to perfect its Lien on, complete a production run of Inventory involving, take taking possession of, movemoving, prepare preparing and advertise advertising for sale, sell selling (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Party’s business), store storing or otherwise deal dealing with the ABL Priority Collateral, in each case without notice to, the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party; provided, however, that the expiration of the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with this Agreement and applicable law. In the event that any ABL Credit Secured Party has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Joint Collateral or any other sale or liquidation of the ABL Priority Joint Collateral has been commenced by an ABL Loan Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.6.

Inspection and Access Rights. (a) Without limiting any rights the ABL Agent or any other ABL Credit Party Claimholder may otherwise have under applicable law or by agreement, in the event of any liquidation (including, without limitation, by means of a sale pursuant to Section 363 of the Bankruptcy Code) of the ABL Priority Collateral (or any other Exercise of Any any Secured Creditor Remedies by the ABL Agent) and whether or not the Term Agent or any other Term Credit Party Loan Claimholder has commenced and is continuing the Exercise of Any any Secured Creditor Remedies of the Term Agent, the ABL Agent or any other Person (including any ABL Loan Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (i) during normal business hours on any Business Day, to access ABL Priority Collateral that (x) is stored or located in or on, (y) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (z) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), Term Loan Priority Collateral, and (ii) during the Use Period and after reasonable prior notice, shall have the right to use the Term Loan Priority Collateral (including, without limitation, Equipment, Fixtures, Intellectual Property and Real Property), each of the foregoing in order to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, complete a production run of Inventory involving, take possession of, move, prepare and advertise for sale, sell (by public auction, private sale or a “store closing”, “going out of business” or similar 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 ABL Loan Party’s businessotherwise), store or otherwise deal with the ABL Priority Collateral, in each case without the involvement of or interference by any Term Credit Secured Party or liability to any Term Credit Secured Party. In the event that any ABL Credit Party Agent has commenced and is continuing the Exercise of Any Secured Creditor Remedies with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by an ABL Loan Party (with the consent of the ABL Agent), the Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral prior to the expiration of the Use Period, Period unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.63.8.