Common use of Rights to Enter Upon Premises Clause in Contracts

Rights to Enter Upon Premises. If (i) the Senior Representative in respect of the ABL Priority Collateral takes any Enforcement Action with respect to the ABL Priority Collateral, (ii) the Senior Representative in respect of the Note Priority Collateral acquires an ownership or possessory interest in any of the Note Priority Collateral pursuant to the exercise of its rights under the applicable Security Documents or under applicable law or (iii) the Senior Representative in respect of the Note Priority Collateral shall, through the exercise of remedies under the applicable Security Documents or otherwise, sell any of the Note Priority Collateral to any third party (a “Third Party Purchaser”) as permitted by the terms of this Agreement, then, subject to the rights of any landlords under real estate leases and to the limitations and restrictions with respect to use of and entry upon the premises as set forth in the applicable Collateral Access Agreements, the Senior Secured Obligations Secured Parties in respect of the Note Priority Collateral shall or, in the case of clause (iii) shall require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser shall: (x) cooperate with the Senior Representative in respect of the ABL Priority Collateral (and its employees, agents, advisors and representatives) in its efforts to enforce its security interest in the ABL Priority Collateral and to finish any work-in-process and assemble the ABL Priority Collateral, (y) not hinder or restrict in any respect the Senior Representative in respect of the ABL Priority Collateral from enforcing its security interest in the ABL Priority Collateral or from finishing any work-in-process or assembling the ABL Priority Collateral, and (z) permit the Senior Representative in respect of the ABL Priority Collateral, its employees, agents, advisors and representatives, at the sole cost and expense of the Grantors (or, failing payment thereof by the Grantors, of the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral) to enter upon and use the Note Priority Collateral (including (A) equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and (B) intellectual property), in each case of preceding clauses (x), (y) and (z) for a period not to exceed 180 days after the earlier to occur of (i) the date the Senior Representative in respect of the ABL Priority Collateral receives written notice from the Senior Representative in respect of the Note Priority Collateral that (I) it has acquired an ownership or possessory interest in any of the Note Priority Collateral pursuant to the exercise of its rights under the Senior Secured Obligations Security Documents in respect of the Note Priority Collateral or under applicable law or (II) it shall have, through the exercise of remedies under the Senior Secured Obligations Security Documents in respect of the Note Priority Collateral or otherwise, sold any of the Note Priority Collateral to a Third Party Purchaser as permitted by the terms of this Agreement, and (ii) the date the Senior Representative in respect of the ABL Priority Collateral first enforces its security interests in the ABL Priority Collateral located on the premises included in the Note Priority Collateral (such period, the “Disposition Period”) for the purposes of:

Rights to Enter Upon Premises. If (i) the Senior Representative in respect of the ABL Priority Noteholder Collateral takes any Enforcement Action with respect to the ABL Priority Collateral, (ii) the Senior Representative in respect of the Note Priority Collateral Agent acquires an ownership or possessory interest in any of the Note Priority Noteholder First Lien Collateral pursuant to the exercise of its rights under the applicable Security Noteholder Documents or under applicable law or (iiiii) the Senior Representative in respect of the Note Priority Noteholder Collateral Agent shall, through the exercise of remedies under the applicable Security Noteholder Documents or otherwise, sell any of the Note Priority Noteholder First Lien Collateral to any third party (a “Third Party Purchaser” and the earliest date on which any of the foregoing events occurs the “Entry Date”) as permitted by the terms of this Agreement, then, subject to the rights of any landlords under real estate leases and to the limitations and restrictions with respect to use of and entry upon the premises as set forth in the applicable Collateral Access Agreements, the Senior Secured Obligations Noteholder Secured Parties in respect of the Note Priority Collateral shall or, in the case of clause (iiiii) shall require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser shall: (w) use commercially reasonable efforts to notify the Collateral Agent of the Entry Date, (x) cooperate with the Senior Representative in respect of the ABL Priority Collateral (and Agent, its employees, agents, advisors advisers and representativesrepresentatives (at the sole cost and expense of the Grantors, or, failing payment thereof by the Grantors, the Collateral Agent, and subject to the condition that the Noteholder Secured Parties or Third Party Purchaser, as applicable, shall have no obligation or duty to take any action or refrain from taking any action that could reasonably be expected to result in the incurrence of any liability or damage to the Noteholder Secured Parties or Third Party Purchaser, as applicable) in its efforts to enforce its security interest in the ABL Priority Revolving Facility First Lien Collateral and to finish any work-in-process and assemble the ABL Priority CollateralRevolving Facility First Lien Collateral without any interference by the Noteholder, (y) not take any action designed or intended to hinder or restrict in any respect the Senior Representative in respect of the ABL Priority Collateral Agent from enforcing its security interest in the ABL Priority Revolving Facility First Lien Collateral or from finishing any work-in-process or assembling the ABL Priority Revolving Facility First Lien Collateral, and (z) permit the Senior Representative in respect of the ABL Priority CollateralCollateral Agent, its employees, agents, advisors and representatives, at the sole cost and expense of the Grantors (or, failing payment thereof by the Grantors, of the Senior Secured Obligations Revolving Facility Secured Parties in respect of the ABL Priority Collateral) and upon reasonable advance notice, to enter upon and use the Note Priority Noteholder First Lien Collateral (including (A) equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and (B) intellectual property), in each case of preceding clauses (x), (y) and (z) for a period not to exceed 180 days after the earlier to occur of (i) the date the Senior Representative in respect of the ABL Priority Collateral Agent receives written notice from the Senior Representative in respect of the Note Priority Noteholder Collateral Agent that (I) it has acquired an ownership or possessory interest in any of the Note Priority Noteholder First Lien Collateral pursuant to the exercise of its rights under the Senior Secured Obligations Security Noteholder Documents in respect of the Note Priority Collateral or under applicable law or (II) it that the Noteholder Collateral Agent shall have, through the exercise of remedies under the Senior Secured Obligations Security Noteholder Documents in respect of the Note Priority Collateral or otherwise, sold any of the Note Priority Noteholder First Lien Collateral to a Third Party Purchaser as permitted by the terms of this Agreement, and (ii) the date the Senior Representative in respect of the ABL Priority Collateral Agent first enforces its security interests in the ABL Priority Revolving Facility First Lien Collateral located on the premises included in the Note Priority Noteholder First Lien Collateral (such period, the “Disposition Period” and such premises, the “Premises”) for the purposes of: