Common use of Inspection and Access Rights Clause in Contracts

Inspection and Access Rights. (a) If Notes Agent, or any agent or representative of Notes Agent, or any receiver, shall, after any Notes Default, obtain possession or physical control of any Notes Priority Collateral or Notes Agent shall sell or otherwise dispose of any Notes Priority Collateral, Notes Agent shall promptly notify ABL Agent in writing of that fact, and ABL Agent shall thereafter notify the Notes Agent in writing as to whether ABL Agent desires to exercise access rights under this Section 3.8. In addition, if ABL Agent, or any agent or representative or ABL Agent, or any receiver, shall, after any ABL Default, obtain possession or physical control of any of the real properties subject to a Mortgage or any of the tangible Notes Priority Collateral located on any premises other than real properties subject to a Mortgage or control over any intangible Notes Priority Collateral, following the delivery to Notes Agent of an Enforcement Notice, then ABL Agent shall thereafter notify Notes Agent in writing that ABL Agent is exercising its access rights under this Agreement under either circumstance. Upon delivery of such notice by ABL Agent to Notes Agent, the parties shall confer in good faith to coordinate with respect to ABL Agent’s exercise of such access rights. Consistent with the definition of “Use Period,” access rights may apply to differing parcels of real properties subject to a Mortgage and to different assets that constitute a portion of the Notes Priority Collateral, in each case at differing times, in which case, a differing Use Period will apply to each such property and to each such portion of the Notes Priority Collateral.

Inspection and Access Rights. (a) If the Notes Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any receiver, shall, after any Notes Default, obtain possession or physical control of any of the real properties subject to a Mortgage, the Notes Priority Collateral or Notes Agent shall sell or otherwise dispose of any Notes Priority Collateral, Notes Agent shall promptly notify ABL the Revolving Agent in writing of that fact, and ABL the Revolving Agent shall thereafter shall, within fifteen (15) Business Days thereafter, notify the Notes Collateral Agent in writing as to whether ABL the Revolving Agent desires to exercise access rights under this Section 3.8. In addition, if ABL the Revolving Agent, or any agent or representative or ABL the Revolving Agent, or any receiver, shall, after any ABL Default, shall obtain possession or physical control of any of the real properties subject to a Mortgage or any of the tangible Notes Priority Collateral located on any premises other than real properties subject to a Mortgage or control over any intangible Notes Priority Collateral, following the delivery to the Notes Collateral Agent of an Enforcement Notice, then ABL the Revolving Agent shall thereafter promptly notify the Notes Collateral Agent in writing that ABL the Revolving Agent is exercising its access rights under this Agreement and its rights under Section 3.9 under either circumstance. Upon delivery of such notice by ABL the Revolving Agent to the Notes Collateral Agent, the parties shall confer in good faith to coordinate with respect to ABL the Revolving Agent’s exercise of such access rights. Consistent with the definition of “Use Period,” access rights may apply to differing parcels of real properties subject to a Mortgage and to different assets that constitute a portion of the Notes Priority Collateral, in each case at differing times, in which case, a differing Use Period will apply to each such property and to each such portion of the Notes Priority Collateralproperty.

Inspection and Access Rights. (a) If the Notes Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any receiver, shall, after any Notes Default, obtain possession or physical control of any of the real properties subject to a Mortgage , the Notes Priority Collateral or Notes Agent shall sell or otherwise dispose of any Notes Priority Collateral, Notes Agent shall promptly notify ABL the Revolving Collateral Agent in writing of that fact, and ABL the Revolving Collateral Agent shall thereafter shall, within thirty (30) Business Days thereafter, notify the Notes Collateral Agent in writing as to whether ABL the Revolving Collateral Agent desires to exercise its access rights under this Section 3.83.7. In addition, if ABL the Revolving Collateral Agent, or any agent or representative or ABL of the Revolving Collateral Agent, or any receiver, shall, after any ABL Default, shall obtain possession or physical control of any of the real properties subject to a Mortgage or any of the tangible Notes Priority Collateral located on any premises other than real properties subject to a Mortgage or control over any intangible Notes Priority Collateral, following the delivery to the Notes Collateral Agent of an Enforcement Notice, then ABL the Revolving Collateral Agent shall thereafter promptly notify the Notes Collateral Agent of that fact, and the Revolving Collateral Agent shall, within thirty (30) Business Days thereafter, notify the Notes Collateral Agent in writing that ABL as to whether the Revolving Collateral Agent is exercising desires to exercise its access rights under this Agreement under either circumstanceSection 3.7. Upon delivery of such notice by ABL the Revolving Collateral Agent to the Notes Collateral Agent, the parties shall confer in good faith to coordinate with respect to ABL the Revolving Collateral Agent’s exercise of such access rights. Consistent with the definition of “Use Period,” access rights may apply to differing parcels of real properties subject to a Mortgage and to different assets that constitute a portion of the Notes Priority Collateral, in each case at differing times, in which case, a differing Use Period will apply to each such property and to each such portion of the Notes Priority Collateralproperty.

Inspection and Access Rights. (a) If Notes the Term Agent, or any agent agent, representative or representative Affiliate of Notes Agentany of the Term Claimholders, or any receiver, shall, after any Notes Term Default, obtain possession or physical control of any Notes Mortgaged Property, or any material portion of the tangible Term Priority Collateral located on any premises other than Mortgaged Property or Notes Agent shall sell or otherwise dispose of control over any Notes material intangible Term Priority Collateral, Notes the Term Agent shall promptly notify the ABL Agent in writing of that fact, and the ABL Agent shall may at any time thereafter notify the Notes Term Agent in writing as to whether if and when the ABL Agent desires to exercise its access rights under this Section 3.83.9. In addition, if the ABL Agent, or any agent or agent, representative or Affiliate of the ABL Agent, or any receiver, shall, after any ABL Default, shall obtain possession or physical control of any of the real properties subject to a Mortgage Mortgaged Property, or any material portion of the tangible Notes Term Priority Collateral located on any premises other than real properties subject to a Mortgage Mortgaged Property or control over any material intangible Notes Term Priority Collateral, following the delivery to Notes the Term Agent of an Enforcement Notice, then the ABL Agent shall thereafter may at any time thereafter, without qualifying, limiting or waiving the provisions of Sections 4.2 and 5.4 hereof, notify Notes the Term Agent in writing that the ABL Agent is exercising its access rights under this Agreement under either circumstance. Upon delivery of such notice by the ABL Agent to Notes the Term Agent, the parties shall confer in good faith to coordinate with respect to the ABL Agent’s exercise of such access rights. Consistent with the definition of “Use Period,” access - 30 - WEIL:\96331350\2\35899.0561 rights may apply to differing parcels of real properties subject to a Mortgage Mortgaged Property and if located at different parcels of Mortgaged Property, to different assets that constitute a portion of the Notes Term Priority Collateral, in each case at differing times, in which case, a differing Use Period will apply to each such property and to each such portion of the Notes Term Priority CollateralCollateral located at different parcels of Mortgaged Property. For the avoidance of doubt, different Use Periods shall not apply with regard to Term Priority Collateral located at the same parcel of Mortgaged Property.

Inspection and Access Rights. (a) If Notes the Term Agent, or any agent agent, representative or representative Affiliate of Notes Agentany of the Term Claimholders, or any receiver, shall, after any Notes Term Default, obtain possession or physical control of any Notes Mortgaged Property, or any material portion of the tangible Term Priority Collateral located on any premises other than Mortgaged Property or Notes Agent shall sell or otherwise dispose of control over any Notes material intangible Term Priority Collateral, Notes the Term Agent shall promptly notify the ABL Agent in writing of that fact, and the ABL Agent shall may at any time thereafter notify the Notes Term Agent in writing as to whether if and when the ABL Agent desires to exercise its access rights under this Section 3.83.9. In addition, if the ABL Agent, or any agent or agent, representative or Affiliate of the ABL Agent, or any receiver, shall, after any ABL Default, shall obtain possession or physical control of any of the real properties subject to a Mortgage Mortgaged Property, or any material portion of the tangible Notes Term Priority Collateral located on any premises other than real properties subject to a Mortgage Mortgaged Property or control over any material intangible Notes Term Priority Collateral, following the delivery to Notes the Term Agent of an Enforcement Notice, then the ABL Agent shall thereafter may at any time thereafter, without qualifying, limiting or waiving the provisions of Sections 4.2 and 5.4 hereof, notify Notes the Term Agent in writing that the ABL Agent is exercising its access rights under this Agreement under either circumstance. Upon delivery of such notice by the ABL Agent to Notes the Term Agent, the parties shall confer in good faith to coordinate with respect to the ABL Agent’s exercise of such access rights. Consistent with the definition of “Use Period,” access rights may apply to differing parcels of real properties subject to a Mortgage Mortgaged Property and if located at different parcels of Mortgaged Property, to different assets that constitute a portion of the Notes Term Priority Collateral, in each case at differing times, in which case, a differing Use Period will apply to each such property and to each such portion of the Notes Term Priority Collateral located at different parcels of Mortgaged Property. For the avoidance of doubt, different Use Periods shall not apply with regard to Term Priority Collateral located at the same parcel of Mortgaged Property. (b) Without limiting any rights any of the ABL Claimholders may otherwise have under applicable law or by agreement and whether or not any of the Term Claimholders has commenced and is continuing to undertake any Enforcement Action, the Term Agent hereby grants to the ABL Agent an irrevocable, non-exclusive right to have access to, and a royalty-free and rent-free license (subject, however, to the payment of any royalties to third parties that are not Grantors or Affiliates thereof that are due as a result of the exploitation of any licensed Intellectual Property) and right to use the Term Priority Collateral., including, without limitation, Intellectual Property, general intangibles and Real Property and equipment, processors, computers and other machinery related to the storage or processing of records, documents or files (and in the case of Term Priority Collateral that constitutes Intellectual Property, the Term Agent hereby grants to the ABL Agent a non-excusive, irrevocable, fully-paid and royalty-free license to use such Intellectual Property) during the Use Period to the maximum extent permitted by applicable law and to the extent of the Term Agent’s interest therein (subject to, for the avoidance of doubt, any third party licenses (i) to access the ABL Priority Collateral and (ii) to assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, process raw materials or work-in- process into finished Inventory, take possession of, move, package, prepare and advertise for sale or disposition, sell (by public auction, private sale or a “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