Common use of Inspection and Access Rights Clause in Contracts

Inspection and Access Rights. Without limiting any rights the ABL Collateral Agent or any other ABL Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation of any Receivables Collateral (or any other Exercise of Secured Creditor Remedies by the ABL Collateral Agent) and whether or not the New First Lien Collateral Agent or any New First Lien Secured Party has commenced and is continuing to Exercise Any Secured Creditor Remedies of any New First Lien Secured Party, the ABL Collateral Agent shall have the right (a) during normal business hours on any business day, to access Receivables Collateral that is stored or located in or on Non-Receivables Collateral, and (b) shall have the right to reasonably use the Non-Receivables Collateral (including, without limitation, equipment, computers, software, intellectual property, real property and books and records) in order to inspect, copy or download information stored on, take actions to perfect its Lien on, or otherwise deal with the Receivables Collateral, in each case without notice to, the involvement of or interference by the New First Lien Collateral Agent or any New First Lien Secured Party and without liability to any New First Lien Secured Party; provided, however, if the New First Lien Collateral Agent takes actual possession of any Non-Receivables Collateral in contemplation of a sale of such Non-Receivables Collateral or is otherwise exercising a remedy with respect to Non-Receivables Collateral, the New First Lien Collateral Agent shall give the ABL Collateral Agent reasonable opportunity (of reasonable duration and with reasonable advance notice) prior to the New First Lien Collateral Agent’s sale of any such Non-Receivables Collateral to access Receivables Collateral as contemplated in (a) and (b) above. For the avoidance of doubt, this Section 3.3 governs the rights of access and inspection as between the ABL Secured Parties on the one hand and the New First Lien Secured Parties on the other (and not as between the Secured Parties and the Grantors, which rights are set forth in and governed by the applicable Credit Documents and are not affected by this Section 3.3).

Inspection and Access Rights. (a) Without limiting any rights the ABL Collateral Agent or any other ABL Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation of any Receivables the ABL Priority Collateral (or any other Exercise of Any Secured Creditor Remedies by the ABL Collateral Agent) and whether or not the New First Lien Collateral Term Agent or any New First Lien other Term Secured Party has commenced and is continuing to Exercise Any Secured Creditor Remedies of any New First Lien Secured Partythe Term Agent, the ABL Collateral Agent or any other Person (including any ABL Credit Party) acting with the consent, or on behalf, of the ABL Agent, shall have the right (a) during the Use Period during normal business hours on any business dayBusiness Day, to access Receivables ABL Priority Collateral that (i) is stored or located in or on Nonon, (ii) has become an accession with respect to (within the meaning of Section 9-Receivables 335 of the Uniform Commercial Code), or (iii) 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 (b) during the Use Period, shall have the irrevocable right to reasonably use the Non-Receivables Term Priority Collateral (including, without limitation, equipmentEquipment, computersFixtures, softwareIntellectual Property, intellectual propertyGeneral Intangibles and Real Property) on a rent-free, real property and books and records) in order to inspectroyalty-free basis, copy each of the foregoing solely for the limited purposes of assembling, inspecting, copying or download downloading information stored on, take taking actions to perfect its Lien on, completing a production run of Inventory involving, taking possession of, moving, preparing and advertising for sale, 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 deal and which sale may include augmented Inventory of the same type sold in any ABL Credit Party’s business), storing or otherwise dealing with the Receivables ABL Priority Collateral, in each case without notice to, the involvement of or interference by the New First Lien Collateral Agent or any New First Lien Term Secured Party and without or liability to any New First Lien Term Secured Party; provided, however, if that the New First Lien Collateral Agent takes actual possession expiration of any Non-Receivables the Use Period shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in contemplation accordance with this Agreement and applicable law. In the event that any ABL Secured Party has commenced and is continuing the Exercise of a sale of such Non-Receivables Collateral or is otherwise exercising a remedy Any Secured Creditor Remedies with respect to Non-Receivables Collateralany ABL Joint Collateral or any other sale or liquidation of the ABL Joint Collateral has been commenced by an ABL Credit Party (with the consent of the ABL Agent), the New First Lien Term Agent may not sell, assign or otherwise transfer the related Term Priority Collateral Agent shall give the ABL Collateral Agent reasonable opportunity (of reasonable duration and with reasonable advance notice) prior to the New First Lien Collateral Agent’s sale expiration of any such Non-Receivables Collateral the Use Period, unless the purchaser, assignee or transferee thereof agrees in writing to access Receivables Collateral as contemplated in (a) and (b) above. For be bound by the avoidance provisions of doubt, this Section 3.3 governs the rights of access and inspection as between the ABL Secured Parties on the one hand and the New First Lien Secured Parties on the other (and not as between the Secured Parties and the Grantors, which rights are set forth in and governed by the applicable Credit Documents and are not affected by this Section 3.3)3.6.

Inspection and Access Rights. Without limiting any rights the ABL Collateral Agent or any other ABL Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation of any Receivables Intercreditor Collateral (or any other Exercise of Secured Creditor Remedies by the ABL Collateral Agent) and whether or not the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party has commenced and is continuing to Exercise Any Secured Creditor Remedies of any New First Lien Notes Secured Party, the ABL Collateral Agent shall have the right (a) during normal business hours on any business day, to access Receivables Intercreditor Collateral that is stored or located in or on Non-Receivables Intercreditor Collateral, and (b) shall have the right to reasonably use the Non-Receivables Intercreditor Collateral (including, without limitation, equipment, computers, software, intellectual property, real property and books and records) in order to inspect, copy or download information stored on, take actions to perfect its Lien on, or otherwise deal with the Receivables Intercreditor Collateral, in each case without with a prior written notice to, but without the involvement of or interference by by, the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party and without liability to any New First Lien Notes Secured Party; provided, however, if the New First Lien Notes Collateral Agent takes actual possession of any Non-Receivables Intercreditor Collateral in contemplation of a sale of such Non-Receivables Intercreditor Collateral or is otherwise exercising a remedy with respect to Non-Receivables Intercreditor Collateral, the New First Lien Notes Collateral Agent shall (i) either give the ABL Collateral Agent reasonable an opportunity (of reasonable duration and with reasonable advance notice) during the 120 day period immediately following a notice from the Notes Collateral Agent prior to the New First Lien Notes Collateral Agent’s sale of any such Non-Receivables Intercreditor Collateral to access Receivables Intercreditor Collateral as contemplated in (a) and (b) aboveabove or (ii) have the purchaser of such Non-Intercreditor Collateral agree in writing to be bound by the provisions of clause (i) of this sentence. For the avoidance of doubt, this Section 3.3 governs the rights of access access, use and inspection as between the ABL Secured Parties on the one hand and the New First Lien Notes Secured Parties on the other (and not as between the Secured Parties and the Grantors, which rights are set forth in and governed by the applicable Credit Documents and are not affected by this Section 3.3).

Inspection and Access Rights. Without limiting any rights the ABL Collateral Agent or any other ABL Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation of any Receivables Collateral (or any other Exercise of Secured Creditor Remedies by the ABL Collateral Agent) and whether or not the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party has commenced and is continuing to Exercise Any Secured Creditor Remedies of any New First Subordinated Lien Secured Party, the ABL Collateral Agent shall have the right (a) during normal business hours on any business day, to access Receivables Collateral that is stored or located in or on Non-Receivables Collateral, and (b) shall have the right to reasonably use the Non-Receivables Collateral (including, without limitation, equipment, computers, software, intellectual property, real property and books and records) in order to inspect, copy or download information stored on, take actions to perfect its Lien on, or otherwise deal with the Receivables Collateral, in each case without notice to, the involvement of or interference by the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party and without liability to any New First Subordinated Lien Secured Party; provided, however, if the New First any Subordinated Lien Collateral Agent takes actual possession of any Non-Receivables Collateral in contemplation of a sale of such Non-Receivables Collateral or is otherwise exercising a remedy with respect to Non-Receivables Collateral, the New First Lien Non-Receivables Collateral Agent shall give the ABL Collateral Agent reasonable opportunity (of reasonable duration and with reasonable advance notice) prior to the New First Subordinated Lien Collateral Agent’s sale of any such Non-Receivables Collateral to access Receivables Collateral as contemplated in (a) and (b) above. For the avoidance of doubt, this Section 3.3 governs the rights of access and inspection as between the ABL Secured Parties on the one hand and the New First Subordinated Lien Secured Parties on the other (and not as between the Secured Parties and the Grantors, which rights are set forth in and governed by the applicable Credit Documents and are not affected by this Section 3.3).

Inspection and Access Rights. Without limiting any rights the ABL Collateral Agent or any other ABL Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation of any Receivables Intercreditor Collateral (or any other Exercise of Secured Creditor Remedies by the ABL Collateral Agent) and whether or not the New First Lien CF Collateral Agent or any New First Lien CF Secured Party has commenced and is continuing to Exercise Any Secured Creditor Remedies of any New First Lien CF Secured Party, the ABL Collateral Agent shall have the right (a) during normal business hours on any business day, to access Receivables Intercreditor Collateral that is stored or located in or on Non-Receivables Intercreditor Collateral, and (b) shall have the right to reasonably use the Non-Receivables Intercreditor Collateral (including, without limitation, equipment, computers, software, intellectual property, real property and books and records) in order to inspect, copy or download information stored on, take actions to perfect its Lien on, or otherwise deal with the Receivables Intercreditor Collateral, in each case without notice to, the involvement of or interference by the New First Lien CF Collateral Agent or any New First Lien CF Secured Party and without liability to any New First Lien CF Secured Party; provided, however, if the New First Lien CF Collateral Agent takes actual possession of any Non-Receivables Intercreditor Collateral in contemplation of a sale of such Non-Receivables Intercreditor Collateral or is otherwise exercising a remedy with respect to Non-Receivables Intercreditor Collateral, the New First Lien Non-Intercreditor Collateral Agent shall give the ABL Collateral Agent reasonable opportunity (of reasonable duration and with reasonable advance notice) prior to the New First Lien CF Collateral Agent’s sale of any such Non-Receivables Intercreditor Collateral to access Receivables Intercreditor Collateral as contemplated in (a) and (b) above. For the avoidance of doubt, this Section 3.3 governs the rights of access and inspection as between the ABL Secured Parties on the one hand and the New First Lien CF Secured Parties on the other (and not as between the Secured Parties and the Grantors, which rights are set forth in and governed by the applicable Credit Documents and are not affected by this Section 3.3).

Inspection and Access Rights. Without limiting any rights the ABL Collateral Agent or any other ABL Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation of any Receivables Intercreditor Collateral (or any other Exercise of Secured Creditor Remedies by the ABL Collateral Agent) and whether or not the New First Lien CF Collateral Agent or any New First Lien CF Secured Party has commenced and is continuing to Exercise Any Secured Creditor Remedies of any New First Lien CF Secured Party, the ABL Collateral Agent shall have the right (a) during normal business hours on any business day, to access Receivables Intercreditor Collateral that is stored or located in or on Non-Receivables Intercreditor Collateral, and (b) shall have the right to reasonably use the Non-Receivables Intercreditor Collateral (including, without limitation, equipment, computers, software, intellectual property, real property and books and records) in order to inspect, copy or download information stored on, take actions to perfect its Lien on, or otherwise deal with the Receivables Intercreditor Collateral, in each case without notice to, the involvement of or interference by the New First Lien CF Collateral Agent or any New First Lien CF Secured Party and without liability to any New First Lien CF Secured Party; provided, however, if the New First Lien CF Collateral Agent takes actual possession of any Non-Receivables Intercreditor Collateral in contemplation of a sale of such Non-Receivables Intercreditor Collateral or is otherwise exercising a remedy with respect to Non-Receivables Intercreditor Collateral, the New First Lien Non-Intercreditor Collateral Agent shall give the ABL Collateral Agent reasonable opportunity (of reasonable duration and with reasonable advance notice) prior to the New First Lien CF Collateral Agent’s sale of any such Non-Receivables Intercreditor Collateral to access Receivables Intercreditor Collateral as contemplated in (a) and (b) above. For the avoidance of doubt, this Section 3.3 governs the rights of access and inspection as between the ABL Secured Parties on the one hand and the New First Lien CF Secured Parties on the other (and not as between the Secured Parties and the Grantors, which rights are set forth in and governed by the applicable Credit Documents and are not affected by this Section 3.3).

Inspection and Access Rights. Without limiting any rights the ABL Collateral Agent or any other ABL Secured Party may otherwise have under applicable law or by agreement, in the event of any liquidation of any Receivables Intercreditor Collateral (or any other Exercise of Secured Creditor Remedies by the ABL Collateral Agent) and whether or not the New First Lien Collateral Agent any Junior Priority Representative or any New First Lien Secured Junior Priority Debt Party has commenced and is continuing to Exercise Any Secured Creditor Remedies of any New First Lien Secured Junior Priority Debt Party, the ABL Collateral Agent shall have the right (a) during normal business hours on any business day, to access Receivables Intercreditor Collateral that is stored or located in or on Non-Receivables Intercreditor Collateral, and (b) shall have the right to reasonably use the Non-Receivables Intercreditor Collateral (including, without limitation, equipment, computers, software, intellectual property, real property and books and records) in order to inspect, copy or download information stored on, take actions to perfect its Lien on, or otherwise deal with the Receivables Intercreditor Collateral, in each case without notice to, the involvement of or interference by the New First Lien Collateral Agent any Junior Priority Representative or any New First Lien Secured Junior Priority Debt Party and without liability to any New First Lien Secured Junior Priority Debt Party; provided, however, if the New First Lien Collateral Agent any Junior Priority Representative takes actual possession of any Non-Receivables Intercreditor Collateral in contemplation of a sale of such Non-Receivables Intercreditor Collateral or is otherwise exercising a remedy with respect to Non-Receivables Intercreditor Collateral, the New First Lien Collateral Agent such Junior Priority Representative shall give the ABL Collateral Agent reasonable opportunity (of reasonable duration and with reasonable advance notice) prior to the New First Lien Collateral Agentsuch Junior Priority Representative’s sale of any such Non-Receivables Intercreditor Collateral to access Receivables Intercreditor Collateral as contemplated in (a) and (b) above. For the avoidance of doubt, this Section 3.3 governs the rights of access and inspection as between the ABL Secured Parties on the one hand and the New First Lien Secured Junior Priority Debt Parties on the other (and not as between the Secured Parties and the Grantors, which rights are set forth in and governed by the applicable Credit Documents and are not affected by this Section 3.3).