Common use of Rights to Enter Upon Premises Clause in Contracts

Rights to Enter Upon Premises. If (i) the Noteholder Collateral Agent acquires an ownership or possessory interest in any of the Noteholder First Lien Collateral pursuant to the exercise of its rights under the Noteholder Documents or under applicable law or (ii) the Noteholder Collateral Agent shall, through the exercise of remedies under the Noteholder Documents or otherwise, sell any of the 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 Noteholder Secured Parties shall or, in the case of clause (ii) 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 Collateral Agent, its employees, agents, advisers and representatives (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 Revolving Facility First Lien Collateral and to finish any work-in-process and assemble the Revolving 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 Collateral Agent from enforcing its security interest in the Revolving Facility First Lien Collateral or from finishing any work-in-process or assembling the Revolving Facility First Lien Collateral, and (z) permit the Collateral Agent, its employees, agents, advisors and representatives, at the sole cost and expense of the Revolving Facility Secured Parties and upon reasonable advance notice, to enter upon and use the 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) for a period not to exceed 180 days after the earlier to occur of (i) the date the Collateral Agent receives written notice from the Noteholder Collateral Agent that it has acquired an ownership or possessory interest in any of the Noteholder First Lien Collateral pursuant to the exercise of its rights under the Noteholder Documents or under applicable law or that the Noteholder Collateral Agent shall have, through the exercise of remedies under the Noteholder Documents or otherwise, sold any of the Noteholder First Lien Collateral to a Third Party Purchaser as permitted by the terms of this Agreement, and (ii) the date the Collateral Agent first enforces its security interests in the Revolving Facility First Lien Collateral located on the premises included in the Noteholder First Lien Collateral (such period, the “Disposition Period” and such premises, the “Premises”) for the purposes of: (1) inspecting, removing or enforcing the Collateral Agent’s rights as a secured creditor in the Revolving Facility First Lien Collateral, including the examination and removal of Revolving Facility First Lien Collateral and the examination and duplication of any Collateral (to the extent not Revolving Facility First Lien Collateral) consisting of books and records of any Grantor (or such Person’s subsidiaries) related to the Revolving Facility First Lien Collateral, (2) assembling and storing the Revolving Facility First Lien Collateral and completing the processing of and manufacturing or processing raw materials or work-in-process into finished inventory for the purpose of selling any or all of the Revolving Facility First Lien Collateral located on such Noteholder First Lien Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (3) to use any of the Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of computers or other data processing equipment related to the storage or processing of records, documents or files pertaining to the Revolving Facility First Lien Collateral and use any Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of other equipment to handle or Dispose of any Revolving Facility First Lien Collateral pursuant to the Collateral Agent’s rights as a secured creditor in the Revolving Facility First Lien Collateral, or (4) taking reasonable actions to protect, secure and otherwise enforce the rights of the Revolving Facility Secured Parties in and to the Revolving Facility First

Rights to Enter Upon Premises. If (i) the Noteholder Senior Representative in respect of the ABL Priority Collateral Agent 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 Noteholder First Lien Note Priority Collateral pursuant to the exercise of its rights under the Noteholder applicable Security Documents or under applicable law or (iiiii) the Noteholder Senior Representative in respect of the Note Priority Collateral Agent shall, through the exercise of remedies under the Noteholder applicable Security Documents or otherwise, sell any of the Noteholder First Lien Note Priority 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 Noteholder Senior Secured Obligations 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 Agent, (and its employees, agents, advisers advisors and representatives (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 applicablerepresentatives) in its efforts to enforce its security interest in the Revolving Facility First Lien ABL Priority Collateral and to finish any work-in-process and assemble the Revolving Facility First Lien Collateral without any interference by the NoteholderABL Priority Collateral, (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 Revolving Facility First Lien ABL Priority Collateral or from finishing any work-in-process or assembling the Revolving Facility First Lien ABL Priority Collateral, and (z) permit the Collateral AgentSenior Representative in respect of the ABL Priority Collateral, its employees, agents, advisors and representatives, at the sole cost and expense of the Revolving Facility Grantors (or, failing payment thereof by the Grantors, of the Senior Secured Obligations Secured Parties and upon reasonable advance notice, in respect of the ABL Priority Collateral) to enter upon and use the Noteholder First Lien 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 Agent receives written notice from the Noteholder Senior Representative in respect of the Note Priority Collateral Agent that (I) it has acquired an ownership or possessory interest in any of the Noteholder First Lien Note Priority Collateral pursuant to the exercise of its rights under the Noteholder Senior Secured Obligations Security Documents in respect of the Note Priority Collateral or under applicable law or that the Noteholder Collateral Agent (II) it shall have, through the exercise of remedies under the Noteholder Senior Secured Obligations Security Documents in respect of the Note Priority Collateral or otherwise, sold any of the Noteholder First Lien 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 Agent first enforces its security interests in the Revolving Facility First Lien ABL Priority Collateral located on the premises included in the Noteholder First Lien Note Priority Collateral (such period, the “Disposition Period” and such premises, the “Premises”) for the purposes of: (1) inspecting, removing or enforcing the Collateral AgentSenior Representative in respect of the ABL Priority Collateral’s rights as a secured creditor in the Revolving Facility First Lien Collateral, including the examination and removal of Revolving Facility First Lien Collateral and the examination and duplication of any Collateral (to the extent not Revolving Facility First Lien Collateral) consisting of books and records of any Grantor (or such Person’s subsidiaries) related to the Revolving Facility First Lien ABL Priority Collateral, (2) assembling and storing the Revolving Facility First Lien ABL Priority Collateral and completing the processing of and manufacturing or processing raw materials or turning into finished goods of any ABL Priority Collateral consisting of work-in-process into finished inventory for the purpose of or raw materials, (3) selling any or all of the Revolving Facility First Lien ABL Priority Collateral located on such Noteholder First Lien Note Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (34) removing any or all of the ABL Priority Collateral located on such Note Priority Collateral, (5) to use any of the Collateral under such the control or possession of the Senior Representative (or sold to a Third Party Purchaser) in respect of the Note Priority Collateral consisting of computers or other data processing equipment related to the storage or processing of records, documents or files pertaining to the Revolving Facility First Lien ABL Priority Collateral and use any Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of other equipment to handle or Dispose of any Revolving Facility First Lien Collateral pursuant to the Collateral Agent’s rights as a secured creditor in the Revolving Facility First Lien ABL Priority Collateral, or (46) taking reasonable actions to protect, secure secure, and otherwise enforce the rights of the Revolving Facility Senior Representative in respect of the ABL Priority Collateral and the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral in and to the Revolving Facility FirstABL Priority Collateral; ; provided, however, that nothing contained in this Agreement will restrict the rights of the Senior Representative in respect of the Note Priority Collateral from selling, assigning or otherwise transferring any Note Priority Collateral prior to the expiration of the Disposition Period if the purchaser, assignee or transferee thereof agrees to be bound by the applicable provisions of this Agreement. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction or is in effect due to an Insolvency or Liquidation Proceeding, the Disposition Period shall be tolled during the pendency of any such stay or other order. If the Senior Representative in respect of the ABL Priority Collateral conducts a public auction or private sale of the ABL Priority Collateral at any of the real property included within the Note Priority Collateral, such Senior Representative in respect of the ABL Priority Collateral shall provide the Senior Representative in respect of the Note Priority Collateral with reasonable notice and use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt such Senior Representative in respect of the Note Priority Collateral’s use of such real property.

Rights to Enter Upon Premises. If (i) the Noteholder Senior Representative in respect of the ABL Priority Collateral Agent 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 Noteholder First Lien Note Priority Collateral pursuant to the exercise of its rights under the Noteholder applicable Security Documents or under applicable law or (iiiii) the Noteholder Senior Representative in respect of the Note Priority Collateral Agent shall, through the exercise of remedies under the Noteholder applicable Security Documents or otherwise, sell any of the Noteholder First Lien Note Priority 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 Noteholder Senior Secured Obligations 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 Agent, (and its employees, agents, advisers advisors and representatives (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 applicablerepresentatives) in its efforts to enforce its security interest in the Revolving Facility First Lien ABL Priority Collateral and to finish any work-in-process and assemble the Revolving Facility First Lien Collateral without any interference by the NoteholderABL Priority Collateral, (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 Revolving Facility First Lien ABL Priority Collateral or from finishing any work-in-process or assembling the Revolving Facility First Lien ABL Priority Collateral, and (z) permit the Collateral AgentSenior Representative in respect of the ABL Priority Collateral, its employees, agents, advisors and representatives, at the sole cost and expense of the Revolving Facility Grantors (or, failing payment thereof by the Grantors, of the Senior Secured Obligations Secured Parties and upon reasonable advance notice, in respect of the ABL Priority Collateral) to enter upon and use the Noteholder First Lien 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 Agent receives written notice from the Noteholder Senior Representative in respect of the Note Priority Collateral Agent that (I) it has acquired an ownership or possessory interest in any of the Noteholder First Lien Note Priority Collateral pursuant to the exercise of its rights under the Noteholder Senior Secured Obligations Security Documents in respect of the Note Priority Collateral or under applicable law or that the Noteholder Collateral Agent (II) it shall have, through the exercise of remedies under the Noteholder Senior Secured Obligations Security Documents in respect of the Note Priority Collateral or otherwise, sold any of the Noteholder First Lien 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 Agent first enforces its security interests in the Revolving Facility First Lien ABL Priority Collateral located on the premises included in the Noteholder First Lien Note Priority Collateral (such period, the “Disposition Period” and such premises, the “Premises”) for the purposes of: (1) inspecting, removing or enforcing the Collateral AgentSenior Representative in respect of the ABL Priority Collateral’s rights as a secured creditor in the Revolving Facility First Lien Collateral, including the examination and removal of Revolving Facility First Lien Collateral and the examination and duplication of any Collateral (to the extent not Revolving Facility First Lien Collateral) consisting of books and records of any Grantor (or such Person’s subsidiaries) related to the Revolving Facility First Lien ABL Priority Collateral, (2) assembling and storing the Revolving Facility First Lien ABL Priority Collateral and completing the processing of and manufacturing or processing raw materials or turning into finished goods of any ABL Priority Collateral consisting of work-in-process into finished inventory for the purpose of or raw materials, (3) selling any or all of the Revolving Facility First Lien ABL Priority Collateral located on such Noteholder First Lien Note Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (34) removing any or all of the ABL Priority Collateral located on such Note Priority Collateral, (5) to use any of the Collateral under such the control or possession of the Senior Representative (or sold to a Third Party Purchaser) in respect of the Note Priority Collateral consisting of computers or other data processing equipment related to the storage or processing of records, documents or files pertaining to the Revolving Facility First Lien ABL Priority Collateral and use any Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of other equipment to handle or Dispose of any Revolving Facility First Lien Collateral pursuant to the Collateral Agent’s rights as a secured creditor in the Revolving Facility First Lien ABL Priority Collateral, or (46) taking reasonable actions to protect, secure secure, and otherwise enforce the rights of the Revolving Facility Senior Representative in respect of the ABL Priority Collateral and the Senior Secured Obligations Secured Parties in respect of the ABL Priority Collateral in and to the Revolving Facility FirstABL Priority Collateral; ; provided, however, that nothing contained in this Agreement will restrict the rights of the Senior Representative in respect of the Note Priority Collateral from selling, assigning or otherwise transferring any Note Priority Collateral prior to the expiration of the Disposition Period if the purchaser, assignee or transferee thereof agrees to be bound by the applicable provisions of this Agreement. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction or is in effect due to an Insolvency or Liquidation Proceeding, the Disposition Period shall be tolled during the pendency of any such stay or other order. If the Senior Representative in respect of the ABL Priority Collateral conducts a public auction or private sale of the ABL Priority Collateral at any of the real property included within the Note Priority Collateral, such Senior Representative in respect of the Note Priority Collateral shall provide the Senior Representative in respect of the Note Priority Collateral with reasonable notice and use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt such Senior Representative in respect of the Note Priority Collateral’s use of such real property.