Common use of Sharing of Information and Access Clause in Contracts

Sharing of Information and Access. In the event that the ABL Agent or any Additional ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional ABL Collateral Documents or otherwise, receive possession or control of any books and records of any Term Loan Credit Party that contain information identifying or pertaining to the Term Loan Priority Collateral, such Party shall, upon request of the Term Loan Agent or any Additional Term Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records for inspection and duplication or provide to such requesting Party copies thereof. In the event that the Term Loan Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Collateral Documents or otherwise, receive possession or control of any books and records of any ABL Credit Party that contain information identifying or pertaining to any of the ABL Priority Collateral, such Party shall, upon written request from the ABL Agent or any Additional ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records for inspection and duplication or provide to such requesting Party copies thereof. Each Credit Party, the Term Loan Agent and each Additional Term Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in the event that the Term Loan Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Collateral Documents or otherwise, obtain title to any such Intellectual Property, such Party hereby irrevocably grants the ABL Agent and any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the ABL Priority Collateral in advertising for sale and selling any ABL Priority Collateral.

Sharing of Information and Access. In the event that the ABL Agent or any Additional ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional ABL Collateral Documents or otherwise, receive possession or control of any books and records Records of any Term Loan Note Credit Party that contain information identifying or pertaining to the Term Loan Note Priority Collateral, such Party the ABL Agent shall, upon request of the Term Loan Note Agent or any Additional Term Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records Records for inspection and duplication or provide to such requesting Party copies thereof. In the event that the Term Loan Note Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Note Collateral Documents, the Additional Term Collateral Documents or otherwise, receive possession or control of any books and records of any ABL Credit Party that contain information identifying or pertaining to any of the ABL Priority Collateral, such Party shall, upon written request from the ABL Agent or any Additional ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party the ABL Agent such books and records for inspection and duplication or provide to such requesting Party the ABL Agent copies thereof. Each Credit Party, the Term Loan Note Agent and each Additional Term Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in the event that the Term Loan Note Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Note Collateral Documents or otherwise, obtain title to any such Intellectual Property, such Party hereby irrevocably grants the ABL Agent and any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the ABL Priority Collateral in advertising for sale and selling any ABL Priority Collateral.

Sharing of Information and Access. In the event that the ABL Agent or any Additional ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional ABL Collateral Documents or otherwise, receive possession or control of any books and records of any Term Loan Credit Party that contain information identifying or pertaining to the Term Loan Priority Collateral, such Party shall, at the Credit Parties’ expense, upon written reasonable request of the Term Loan Agent or any Additional Term Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records for inspection and duplication or provide to such requesting Party copies thereof. In the event that the Term Loan Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Collateral Documents or otherwise, receive possession or control of any books and records of any ABL Credit Party that contain information identifying or pertaining to any of the ABL Priority Collateral, such Party shall, at the Credit Parties’ expense, upon written reasonable request from the ABL Agent or any Additional ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records for inspection and duplication or provide to such requesting Party copies thereof. Each Credit Party, the Term Loan Agent and each Additional Term Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in the event that the Term Loan Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Collateral Documents or otherwise, obtain title to any such Intellectual Property, such Party hereby irrevocably grants the ABL Agent and any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the ABL Priority Collateral in advertising for sale and selling any ABL Priority Collateral.

Sharing of Information and Access. In the event that the ABL Agent or any Additional ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional ABL Collateral Documents or otherwise, receive possession or control of any books and records Records of any Term Loan Cash Flow Credit Party that contain information identifying or pertaining to the Term Loan Cash Flow Priority Collateral, such Party the ABL Agent shall, upon request of the Term Loan Agent or any Additional Term Cash Flow Collateral Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records Records for inspection and duplication or provide to such requesting Party copies thereof. In the event that the Term Loan Agent or any Additional Term Cash Flow Collateral Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Cash Flow Collateral Documents or otherwise, receive possession or control of any books and records of any ABL Credit Party that contain information identifying or pertaining to any of the ABL Priority Collateral, such Party shall, upon written request from the ABL Agent or any Additional ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party the ABL Agent such books and records for inspection and duplication or provide to such requesting Party the ABL Agent copies thereof. Each Credit Party, the Term Loan Agent Party and each Additional Term Cash Flow Collateral Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in the event that the Term Loan Agent or any Additional Term Cash Flow Collateral Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Cash Flow Collateral Documents or otherwise, obtain title to any such Intellectual Property, such Party hereby irrevocably grants the ABL Agent and any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the ABL Priority Collateral in advertising for sale and selling any ABL Priority Collateral.

Sharing of Information and Access. In the event that the ABL Agent or any Additional ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional ABL Collateral Documents or otherwise, receive possession or control of any books and records of any Term Loan [Cash Flow] Credit Party that contain information identifying or pertaining to the Term Loan Non-ABL Priority Collateral, such Party shall, upon request of the Term Loan [Cash Flow] Agent or any Additional Term [Cash Flow] Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records for inspection and duplication or provide to such requesting Party copies thereof. In the event that the Term Loan [Cash Flow] Agent or any Additional Term [Cash Flow] Agent shall, in the exercise of its rights under the Term Loan [Cash Flow] Collateral Documents, the Additional Term [Cash Flow] Collateral Documents or otherwise, receive possession or control of any books and records of any ABL Credit Party that contain information identifying or pertaining to any of the ABL Priority Collateral, such Party shall, upon written request from the ABL Agent or any Additional ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records for inspection and duplication or provide to such requesting Party copies thereof. Each Credit Party, the Term Loan [Cash Flow] Agent and each Additional Term [Cash Flow] Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of finishing, processing, realizing upon or otherwise disposing of any ABL Priority Collateral and, in the event that the Term Loan [Cash Flow] Agent or any Additional Term [Cash Flow] Agent shall, in the exercise of its rights under the Term Loan [Cash Flow] Collateral Documents, the Additional Term [Cash Flow] Collateral Documents or otherwise, obtain title to any such Intellectual Property, such Party hereby irrevocably grants the ABL Agent and any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the ABL Priority Collateral in finishing, processing, marketing or otherwise advertising for sale and selling any ABL Priority Collateral.

Sharing of Information and Access. In the event that the ABL Agent or any Additional ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional ABL Collateral Documents or otherwise, receive possession or control of any books and records of any Term Loan Credit Party Cash Flow Collateral Grantor that contain information identifying or pertaining to any of the Term Loan Cash Flow Priority Collateral, such Party the ABL Agent shall, upon written request of the Term Loan Agent or any Additional Term Agent Cash Flow Collateral Representative and as promptly as practicable thereafter, either make available to such requesting Party the Cash Flow Collateral Representative such books and records for inspection and duplication or provide to such requesting Party the Cash Flow Collateral Representative copies thereof. In the event that the Term Loan Agent or any Additional Term Agent Cash Flow Collateral Representative shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Cash Flow Collateral Documents or otherwise, receive possession or control of any books and records of any ABL Credit Party Grantor that contain information identifying or pertaining to any of the ABL Priority Collateral, such Party the Cash Flow Collateral Representative shall, upon written request from the ABL Agent or any Additional ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party the ABL Agent such books and records for inspection and duplication or provide to such requesting Party the ABL Agent copies thereof. Each Credit Party, Party and the Term Loan Agent and each Additional Term Agent Cash Flow Collateral Representative hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in the event that the Term Loan Agent or any Additional Term Agent Cash Flow Collateral Representative shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Cash Flow Collateral Documents or otherwise, obtain title to any such Intellectual Property, such Party the Cash Flow Collateral Representative hereby irrevocably grants the ABL Agent and any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the ABL Priority Collateral in advertising for sale and selling any ABL Priority Collateral.

Sharing of Information and Access. In the event that the ABL Agent or any Additional ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional ABL Collateral Documents or otherwise, receive possession or control of any books and records Records of any Term Loan Credit Party that contain information identifying or pertaining to the Term Loan Priority Collateral, such Party the ABL Agent shall, upon request of the Term Loan Agent or any Additional Term Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records Records for inspection and duplication or provide to such requesting Party copies thereof. In the event that the Term Loan Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Collateral Documents or otherwise, receive possession or control of any books and records of any ABL Credit Party that contain information identifying or pertaining to any of the ABL Priority Collateral, such Party shall, upon written request from the ABL Agent or any Additional ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party the ABL Agent such books and records for inspection and duplication or provide to such requesting Party the ABL Agent copies thereof. Each Credit Party, the Term Loan Agent and each Additional Term Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in the event that the Term Loan Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Collateral Documents or otherwise, obtain title to any such Intellectual Property, such Party hereby irrevocably grants the ABL Agent and any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the ABL Priority Collateral in advertising for sale and selling any ABL Priority Collateral.

Sharing of Information and Access. In Subject to the confidentiality limitations imposed by law or contract (other than any contract to the extent the confidentiality provisions of such contract are for the benefit of any Grantor), in the event that the ABL Agent or any Additional ABL Revolving Administrative Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional ABL Revolving Collateral Documents or otherwise, receive possession or control of any books and records (whether in the form of a writing or stored in any data equipment or data record in the physical possession of the Revolving Administrative Agent) of any Term Loan Credit Party that Grantor which contain information identifying or pertaining to the Term Loan Fixed Asset Priority Collateral, the Revolving Administrative Agent shall provide prompt written notice to the Designated Fixed Asset Collateral Agent of such Party possession or control and shall, upon written request of from the Term Loan Agent or any Additional Term Designated Fixed Asset Collateral Agent and as promptly as practicable thereafter, either make available to such requesting Party the Designated Fixed Asset Collateral Agent such books and records for inspection and duplication or provide to such requesting Party the Designated Fixed Asset Collateral Agent copies thereof. In Subject to the confidentiality limitations imposed by law or contract (other than any contract to the extent the confidentiality provisions of such contract are for the benefit of any Grantor), in the event that the Term Loan Agent or any Additional Term Fixed Asset Collateral Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Fixed Asset Collateral Documents or otherwise, receive possession or control of any books and records (whether in the form of a writing or stored in any data equipment or data record in the physical possession of such Fixed Asset Collateral Agent) of any ABL Credit Party that Grantor which contain information identifying or pertaining to any of the ABL Revolving Priority Collateral, such Party Fixed Asset Collateral Agent shall provide prompt written notice to the Revolving Administrative Agent and the Designated Fixed Asset Collateral Agent (if different) of such possession or control and shall, upon written request from the ABL Agent or any Additional ABL Revolving Administrative Agent and as promptly as practicable thereafter, either make available to such requesting Party the Revolving Administrative Agent such books and records for inspection and duplication or provide to such requesting Party the Revolving Administrative Agent copies thereof. Each Credit Party, the Term Loan Agent and each Additional Term Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in the event that the Term Loan Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Collateral Documents or otherwise, obtain title to any such Intellectual Property, such Party hereby irrevocably grants the ABL Agent and any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the ABL Priority Collateral in advertising for sale and selling any ABL Priority Collateral.

Sharing of Information and Access. In the event that the ABL Agent or any Additional ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional ABL Collateral Documents or otherwise, receive possession or control of any books and records Records of any Term Loan Credit Party that contain information identifying or pertaining to the Term Loan Priority Collateral, such Party the ABL Agent shall, upon request of from the Term Loan Agent or any Additional Term Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records Records for inspection and duplication or provide to such requesting Party copies thereof. In the event that the Term Loan Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Collateral Documents or otherwise, receive possession or control of any books and records of any ABL Credit Party that contain information identifying or pertaining to any of the ABL Priority Collateral, such Party shall, upon written request from the ABL Agent or any Additional ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party the ABL Agent such books and records for inspection and duplication or provide to such requesting Party the ABL Agent copies thereof. Each Credit Party, the Term Loan Agent and each Additional Term Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in In the event that the Term Loan Agent or any Additional Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional Term Collateral Documents or otherwise, obtain title to any such Intellectual PropertyProperty previously owned by any of the ABL Credit Parties, such Party hereby irrevocably grants the ABL Agent and any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the ABL Priority Collateral in advertising for sale and selling any ABL Priority Collateral.

Sharing of Information and Access. In the event that the ABL Agent or any Additional ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional ABL Collateral Documents or otherwise, receive possession or control of any books and records of any Term Loan [Cash Flow] Credit Party that contain information identifying or pertaining to the Term Loan [Cash Flow] Priority Collateral, such Party shall, upon request of the Term Loan [Cash Flow] Agent or any Additional Term [Cash Flow] Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records for inspection and duplication or provide to such requesting Party copies thereof. In the event that the Term Loan [Cash Flow] Agent or any Additional Term [Cash Flow] Agent shall, in the exercise of its rights under the Term Loan [Cash Flow] Collateral Documents, the Additional Term [Cash Flow] Collateral Documents or otherwise, receive possession or control of any books and records of any ABL Credit Party that contain information identifying or pertaining to any of the ABL Priority Collateral, such Party shall, upon written request from the ABL Agent or any Additional ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party such books and records for inspection and duplication or provide to such requesting Party copies thereof. Each Credit Party, the Term Loan [Cash Flow] Agent and each Additional Term [Cash Flow] Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in the event that the Term Loan [Cash Flow] Agent or any Additional Term [Cash Flow] Agent shall, in the exercise of its rights under the Term Loan [Cash Flow] Collateral Documents, the Additional Term [Cash Flow] Collateral Documents or otherwise, obtain title to any such Intellectual Property, such Party hereby irrevocably grants the ABL Agent and any Additional ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the ABL Priority Collateral in advertising for sale and selling any ABL Priority Collateral.

Sharing of Information and Access. In the event that the ABL Agent or any Additional DIP ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional DIP ABL Collateral Documents or otherwise, receive possession or control of any books and records Records of any DIP Term Loan Credit Party that which contain information identifying or pertaining to the DIP Term Loan Priority Collateral, such Party the DIP ABL Agent shall, upon request of from the Term Loan Agent or any Additional DIP Term Agent and as promptly as practicable thereafter, either make available to such requesting Party the DIP Term Agent such books and records Records for inspection and duplication or provide to such requesting Party the DIP Term Agent copies thereof. In the event that the Term Loan Agent or any Additional DIP Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional DIP Term Collateral Documents or otherwise, receive possession or control of any books and records Records of any DIP ABL Credit Party that which contain information identifying or pertaining to any of the DIP ABL Priority Collateral, such Party the DIP Term Agent shall, upon written request from the ABL Agent or any Additional DIP ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party the DIP ABL Agent such books and records Records for inspection and duplication or provide to such requesting Party the DIP ABL Agent copies thereof. Each Credit Party, the Term Loan Agent and each Additional Term Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in In the event that the Term Loan Agent or any Additional DIP Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional DIP Term Collateral Documents or otherwise, obtain title to any such Intellectual PropertyProperty previously owned by any of the DIP ABL Credit Parties, such Party the DIP Term Agent hereby irrevocably grants the ABL Agent and any Additional DIP ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the DIP ABL Priority Collateral in advertising for sale and selling any DIP ABL Priority Collateral.. NYDOCS02/867883.5

Sharing of Information and Access. In the event that the ABL Agent or any Additional DIP ABL Agent shall, in the exercise of its rights under the ABL Collateral Documents, the Additional DIP ABL Collateral Documents or otherwise, receive possession or control of any books and records Records of any DIP Term Loan Credit Party that which contain information identifying or pertaining to the DIP Term Loan Priority Collateral, such Party the DIP ABL Agent shall, upon request of from the Term Loan Agent or any Additional DIP Term Agent and as promptly as practicable thereafter, either make available to such requesting Party the DIP Term Agent such books and records Records for inspection and duplication or provide to such requesting Party the DIP Term Agent copies thereof. In the event that the Term Loan Agent or any Additional DIP Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional DIP Term Collateral Documents or otherwise, receive possession or control of any books and records Records of any DIP ABL Credit Party that which contain information identifying or pertaining to any of the DIP ABL Priority Collateral, such Party the DIP Term Agent shall, upon written request from the ABL Agent or any Additional DIP ABL Agent and as promptly as practicable thereafter, either make available to such requesting Party the DIP ABL Agent such books and records Records for inspection and duplication or provide to such requesting Party the DIP ABL Agent copies thereof. Each Credit Party, the Term Loan Agent and each Additional Term Agent hereby consent to the non-exclusive royalty free use by the ABL Agent and any Additional ABL Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral and, in In the event that the Term Loan Agent or any Additional DIP Term Agent shall, in the exercise of its rights under the Term Loan Collateral Documents, the Additional DIP Term Collateral Documents or otherwise, obtain title to any such Intellectual PropertyProperty previously owned by any of the DIP ABL Credit Parties, such Party the DIP Term Agent hereby irrevocably grants the ABL Agent and any Additional DIP ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the DIP ABL Priority Collateral in advertising for sale and selling any DIP ABL Priority Collateral.