Common use of Rights of Access and Use Clause in Contracts

Rights of Access and Use. In the event that any Senior Note Secured Party or any Junior Note Secured Party shall acquire control or possession of any of the Note Priority Collateral or shall, through the Exercise of Secured Creditor Remedies, sell any of the Note Priority Collateral to any third party (a “Third Party Purchaser”), the Senior Note Secured Parties and the Junior Note Secured Parties shall permit the ABL Agent (or require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser agree to permit the ABL Agent), at its option and in accordance with applicable law: (a) to enter any or all of the Note Priority Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of real property during normal business hours (i) in order to inspect, remove or take any action with respect to the ABL Priority Collateral or to enforce the ABL Agent’s rights with respect thereto, including the examination and removal of the ABL Priority Collateral and the examination and duplication of the books and records of any Grantor related to the ABL Priority Collateral and use of systems and other computer processing equipment in connection therewith, (ii) to sell any or all of the ABL Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (iii) otherwise for the purpose of shipping, storing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and/or (iv) to take commercially reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Agent and/or the other ABL Secured Parties in and to the ABL Priority Collateral, such right to include the right to conduct one or more public or private sales or auctions thereon; and (b) to use any of the Note Priority Collateral under such control or possession (or sold to a Third Party Purchaser) (including, real property, equipment, machinery, fixtures, computers or other data processing equipment) to handle, deal with or dispose of any ABL Priority Collateral pursuant to the rights of the ABL Agent and the ABL Secured Parties as set forth in the ABL Documents, the UCC of any applicable jurisdiction, the PPSA or other applicable law, including those actions listed in Section 4.3(a) above. The Senior Note Secured Parties and the Junior Note Secured Parties shall not have any responsibility or liability for the acts or omissions of the ABL Agent or any ABL Secured Party (or any of their respective representatives, contractors, licensees or invitees), and the ABL Agent and the ABL Secured Parties (and any of their respective representatives, contractors, licensees or invitees) shall not have any responsibility or liability for the acts or omissions of any Senior Note Secured Party or any Junior Note Secured Party, in each case, arising in connection with such other Secured Party’s use and/or occupancy of any of the Note Priority Collateral. The rights of the ABL Agent set forth in Sections 4.3(a) and 4.3(b) above as to the Note Priority Collateral shall be irrevocable and shall continue at the ABL Agent’s option for a period (the “Access Period”) of one hundred eighty (180) days for each respective parcel of real property from the earlier of (i) the date that the ABL Agent receives written notice from the Senior Note Agent or the Junior Note Agent that the Senior Note Agent or the Junior Note Agent has acquired possession or control of such Note Priority Collateral and (ii) the date the ABL Agent provides the Senior Note Agent or the Junior Note Agent with written notice of its intent to exercise rights and remedies under this Section 4.3 with respect to each such parcel of real property; provided, that if the Senior Note Agent or the Junior Note Agent has entered into an agreement for the sale of all or substantially all of the Note Priority Collateral consisting of real property and equipment at a location in a bona fide arm’s length transaction with an unaffiliated person, the rights of the ABL Agent set forth in Sections 4.3(a) and (b) above at such location shall only continue until the later of (A) the date one hundred twenty (120) days after the date the ABL Agent ​ ​ receives written notice from the Senior Note Agent or the Junior Note Agent, as applicable, of such agreement, together with a copy thereof, as duly authorized, executed and delivered by the parties thereto or (B) the date that the proposed purchaser shall require as a condition of such sale that possession of the equipment and real property be given by the Senior Note Agent or the Junior Note Agent, as applicable, to such purchaser; provided, however, that in no event shall the rights of the ABL Agent set forth in Sections 4.3(a) and (b) above at such location exceed the applicable Access Period. The time periods set forth in Sections 4.2 and 4.3 above shall be tolled during the pendency of any Insolvency or Liquidation Proceeding pursuant to which the ABL Agent, the Senior Note Agent and the Junior Note Agent are effectively stayed from enforcing their rights and remedies with respect to the ABL Priority Collateral. In no event shall any of the Senior Note Secured Parties or the Junior Note Secured Parties take any action to interfere, limit or restrict the rights of the ABL Agent or any ABL Secured Party or the exercise of such rights by the ABL Agent or any ABL Secured Party to have access to or to use any of such Note Priority Collateral under such possession or control pursuant to Sections 4.2 and 4.3 prior to the expiration of such periods. ​

Rights of Access and Use. (a) In the event that any Senior Note Secured Party or any Junior Note Secured Party the Term Collateral Agent shall acquire control or possession of any of the Note Priority Non-ABL Collateral or shall, through the Exercise exercise of Secured Creditor Remediesremedies under the Term Collateral Documents or otherwise, sell any of the Note Priority Non-ABL Collateral to any third party (a “Third Party Purchaser”), the Senior Note Secured Parties and the Junior Note Secured Parties Term Collateral Agent shall permit the ABL Revolving Collateral Agent (or require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser agree to permit the ABL Revolving Collateral Agent), at its option and in accordance with applicable law, and at the expense of the Revolving Secured Parties: (ai) to enter any or all of the Note Priority Non-ABL Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of real property during normal business hours (i) or in order to inspect, remove or take any action with respect to the ABL Priority Collateral or to enforce the ABL Revolving Collateral Agent’s rights with respect thereto, including including, but not limited to, the examination and removal of the ABL Priority Collateral and the examination and duplication of the books and records of any Grantor related to the ABL Priority Collateral and use of systems and other computer processing equipment in connection therewith, (ii) to sell any or all of the ABL Priority Collateral, whether in bulk, in lots or to customers in the ordinary course otherwise handle, deliver, ship, transport, deal with or dispose of business or otherwise, (iii) otherwise for the purpose of shipping, storing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and/or (iv) to take commercially reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Agent and/or the other ABL Secured Parties in and to the ABL Priority Collateral, such right to include include, without limiting the generality of the foregoing, the right to conduct one or more public or private sales or auctions thereon; and (bii) to use any of the Note Priority Non-ABL Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of equipment (including, real property, equipment, machinery, fixtures, including computers or other data processing equipmentequipment related to the storage or processing of records, documents or files pertaining to the ABL Collateral) to handle, deal with or dispose of any ABL Priority Collateral pursuant to the rights of the ABL Revolving Collateral Agent and the ABL Revolving Secured Parties as set forth in the ABL Revolving Documents, the UCC of any applicable jurisdiction, the PPSA or jurisdiction and other applicable law, including those actions listed in Section 4.3(a) above. The Senior Note Term Collateral Agent shall not have any responsibility or liability for the acts or omissions of the Revolving Collateral Agent or any Revolving Secured Parties Parties, and the Junior Note Revolving Collateral Agent and the Revolving Secured Parties shall not have any responsibility or liability for the acts or omissions of the ABL Agent or any ABL Secured Party (or any of their respective representatives, contractors, licensees or invitees), and the ABL Agent and the ABL Secured Parties (and any of their respective representatives, contractors, licensees or invitees) shall not have any responsibility or liability for the acts or omissions of any Senior Note Secured Party or any Junior Note Secured PartyTerm Collateral Agent, in each case, case arising in connection with such other Secured PartyPerson’s use and/or occupancy of any of the Note Priority Non-ABL Collateral. The rights of the ABL Revolving Collateral Agent set forth in Sections 4.3(aclauses (i) and 4.3(b(ii) above as to the Note Priority Non-ABL Collateral shall be irrevocable and shall continue at the ABL Revolving Collateral Agent’s option for a period (the “Access Period”) of one hundred and eighty (180) days for each respective parcel of real property from the earlier of (i) date on which the date that Term Collateral Agent has notified the ABL Agent receives written notice from the Senior Note Agent or the Junior Note Revolving Collateral Agent that the Senior Note Agent or the Junior Note Term Collateral Agent has acquired possession or control of such Note Priority Collateral and (ii) the date the ABL Agent provides the Senior Note Agent or the Junior Note Agent with written notice of its intent to exercise rights and remedies under this Section 4.3 with respect to each such parcel of real property; provided, that if the Senior Note Agent or the Junior Note Agent has entered into an agreement for the sale of all or substantially all of the Note Priority Collateral consisting of real property and equipment at a location in a bona fide arm’s length transaction with an unaffiliated person, the rights of the ABL Agent set forth in Sections 4.3(a) and (b) above at such location shall only continue until the later of (A) the date one hundred twenty (120) days after the date the ABL Agent ​ ​ receives written notice from the Senior Note Agent or the Junior Note Agent, as applicable, of such agreement, together with a copy thereof, as duly authorized, executed and delivered by the parties thereto or (B) the date that the proposed purchaser shall require as a condition of such sale that possession of the equipment and real property be given by the Senior Note Agent or the Junior Note Agent, as applicable, to such purchaser; provided, however, that in no event shall the rights of the ABL Agent set forth in Sections 4.3(a) and (b) above at such location exceed the applicable Access Period. The time periods set forth in Sections 4.2 and 4.3 above shall be tolled during the pendency of any Insolvency or Liquidation Proceeding pursuant to which the ABL Agent, the Senior Note Agent and the Junior Note Agent are effectively stayed from enforcing their rights and remedies with respect to the ABL Priority Collateral. In no event shall any of the Senior Note Secured Parties or the Junior Note Secured Parties take any action to interfere, limit or restrict the rights of the Non-ABL Agent or any ABL Secured Party or the exercise of such rights by the ABL Agent or any ABL Secured Party to have access to or to use any of such Note Priority Collateral under such possession or control pursuant to Sections 4.2 and 4.3 prior to the expiration of such periods. ​Collateral.

Rights of Access and Use. In the event that any Senior Note Secured Party the Term Agent or any Junior Note Secured Party Term Lender shall acquire control or possession of any of the Note Term Priority Collateral or shall, through the Exercise exercise of Secured Creditor Remediesremedies under the Term Documents or otherwise, sell any of the Note Term Priority Collateral to any third party (a “Third Party Purchaser”), the Senior Note Secured Parties Term Agent and the Junior Note Secured Parties Term Lenders shall permit the ABL Agent (or require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser agree to permit the ABL Agent), at its option and in accordance with applicable law: (a) to enter any or all of the Note Term Priority Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of real property during normal business hours (i) in order to inspect, remove or take any action with respect to the ABL Priority Collateral or to enforce the ABL Agent’s rights with respect thereto, including including, but not limited to, the examination and removal of the ABL Priority Collateral and the examination and duplication of the books and records of any Grantor related to the ABL Priority Collateral and use of systems and other computer processing procession equipment in connection therewith, (ii) to complete the processing of and turning into finished goods any ABL Priority Collateral consisting of raw materials or work-in-process, (iii) to sell any or all of the ABL Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (iiiiv) otherwise for the purpose of processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and/or (ivv) to take commercially reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Agent and/or the other ABL Secured Parties parties (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral, such right to include include, without limiting the generality of the foregoing, the right to conduct one or more public or private sales or auctions thereon; and (b) to use any of the Note Term Priority Collateral under such control or possession (or sold to a Third Party Purchaser) (including, without limitation, real property, equipment, machinery, fixtures, computers or other data processing equipment) to handle, deal with or dispose of any ABL Priority Collateral pursuant to the rights of the ABL Agent and the ABL Secured Parties as set forth in the ABL Loan Documents, the UCC of any applicable jurisdiction, the PPSA or jurisdiction and other applicable lawlaw including, including without limitation, those actions listed in Section 4.3(a) above. The Senior Note Secured Parties Term Agent and the Junior Note Secured Parties Term Lenders shall not have any responsibility or liability for the acts or omissions of the ABL Agent or any ABL Secured Party (or any of their respective representatives, contractors, licensees or invitees)Party, and the ABL Agent and the ABL Secured Parties (and any of their respective representatives, contractors, licensees or invitees) Lenders shall not have any responsibility or liability for the acts or omissions of any Senior Note Secured Party the Term Agent or any Junior Note Secured PartyTerm Lender, in each case, case arising in connection with such other Secured Party’s use and/or occupancy of any of the Note Term Priority Collateral. The rights of the ABL Agent set forth in Sections 4.3(a) and 4.3(b) above as to the Note Term Priority Collateral shall be irrevocable and shall continue at the ABL Agent’s option for a period (the “Access Period”) of one hundred eighty fifty (180150) days for each respective parcel of real property from the earlier of (i) the date that the ABL Agent receives written notice from the Senior Note Agent or the Junior Note Term Agent that the Senior Note Agent or the Junior Note Term Agent has acquired possession or control of such Note any of the Term Priority Collateral and (iiexcept, that such one hundred fifty (150) day period shall be reduced by the date number of days, if any, that the ABL Agent provides has entered or used the Senior Note Term Priority Collateral as described in Section 4.3(a) or 4.3(b) above, to the extent prior to the date that the Term Agent or the Junior Note Agent with written notice Term Lenders have control or possession of its intent such Term Priority Collateral, or have sold such Term Priority Collateral to exercise rights and remedies under this Section 4.3 with respect to each such parcel of real propertya Third Party Purchaser); provided, that if the Senior Note Agent or the Junior Note Term Agent has entered into an agreement for the sale of all or substantially all of the Note Term Priority Collateral consisting of equipment and real property and equipment at a location in a bona fide arm’s length transaction with an unaffiliated person, the rights of the ABL Agent set forth in Sections 4.3(a) and (b) above at such location shall only continue until the later of (Ax) the date one hundred twenty (120) days after the date the ABL Agent ​ ​ receives written notice from the Senior Note Term Agent or the Junior Note Agent, as applicable, of such agreement, together with a copy thereof, as duly authorized, executed and delivered by the parties thereto or (By) the date that the proposed purchaser shall require as a condition of such sale that possession of the equipment and real property be given by the Senior Note Term Agent or the Junior Note Agent, as applicable, to such purchaser; provided. In connection with any such sale, however, that in no event the Term Agent and the Term Lenders shall the rights use commercially reasonable efforts to cause such purchaser to not require as a condition of the ABL sale that possession of the equipment and real property be given by the Term Agent set forth to such purchaser prior to the end of the one hundred fifty (150) day period provided for above or if such period is not acceptable to the purchaser, then the longest period equal to or greater than the one hundred twenty (120) day period provided for above which may be acceptable (provided that such efforts by the Term Agent shall not be required if in Sections 4.3(a) and (b) above at the good faith determination of the Term Agent such location exceed efforts will result in an adverse change in the applicable Access Periodterms of the proposed sale or have a reasonable likelihood of causing the sale not to occur). The time periods set forth in Sections 4.2 and 4.3 above shall be tolled during the pendency of any Insolvency proceeding of the Parent or Liquidation Proceeding Grantor under the U.S. Bankruptcy Code or other proceedings pursuant to which both the ABL Agent, the Senior Note Agent and the Junior Note Term Agent are effectively stayed from enforcing their rights and remedies with respect to against the ABL Priority Collateral. In no event shall the Term Agent or any of the Senior Note Secured Parties or the Junior Note Secured Parties Term Lenders take any action to interfere, limit or restrict the rights of the ABL Agent or any ABL Secured Party Lender or the exercise of such rights by the ABL Agent or any ABL Secured Party Lender to have access to or to use any of such Note Term Priority Collateral under such possession or control pursuant to Sections 4.2 and 4.3 prior to the expiration of such periods. ​.

Rights of Access and Use. In the event that any Senior Note Secured Party or any Junior Note Secured Party shall acquire control or possession of any of the Note Priority Collateral or shall, through the Exercise of Secured Creditor Remedies, sell any of the Note Priority Collateral to any third party (a “"Third Party Purchaser”"), the Senior Note Secured Parties and the Junior Note Secured Parties shall permit the ABL Agent (or require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser agree to permit the ABL Agent), at its option and in accordance with applicable law: (a) to enter any or all of the Note Priority Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of real property during normal business hours (i) in order to inspect, remove or take any action with respect to the ABL Priority Collateral or to enforce the ABL Agent’s 's rights with respect thereto, including the examination and removal of the ABL Priority Collateral and the examination and duplication of the books and records of any Grantor related to the ABL Priority Collateral and use of systems and other computer processing equipment in connection therewith, (ii) to sell any or all of the ABL Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (iii) otherwise for the purpose of shipping, storing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and/or (iv) to take commercially reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Agent and/or the other ABL Secured Parties in and to the ABL Priority Collateral, such right to include the right to conduct one or more public or private sales or auctions thereon; and (b) to use any of the Note Priority Collateral under such control or possession (or sold to a Third Party Purchaser) (including, real property, equipment, machinery, fixtures, computers or other data processing equipment) to handle, deal with or dispose of any ABL Priority Collateral pursuant to the rights of the ABL Agent and the ABL Secured Parties as set forth in the ABL Documents, the UCC of any applicable jurisdiction, the PPSA or other applicable law, including those actions listed in Section 4.3(a) above. The Senior Note Secured Parties and the Junior Note Secured Parties shall not have any responsibility or liability for the acts or omissions of the ABL Agent or any ABL Secured Party (or any of their respective representatives, contractors, licensees or invitees), and the ABL Agent and the ABL Secured Parties (and any of their respective representatives, contractors, licensees or invitees) shall not have any responsibility or liability for the acts or omissions of any Senior Note Secured Party or any Junior Note Secured Party, in each case, arising in connection with such other Secured Party’s 's use and/or occupancy of any of the Note Priority Collateral. The rights of the ABL Agent set forth in Sections 4.3(a) and 4.3(b) above as to the Note Priority Collateral shall be irrevocable and shall continue at the ABL Agent’s 's option for a period (the “"Access Period”") of one hundred eighty (180) days for each respective parcel of real property from the earlier of (i) the date that the ABL Agent receives written notice from the Senior Note Agent or the Junior Note Agent that the Senior Note Agent or the Junior Note Agent has acquired possession or control of such Note Priority Collateral and (ii) the date the ABL Agent provides the Senior Note Agent or the Junior Note Agent with written notice of its intent to exercise rights and remedies under this Section 4.3 with respect to each such parcel of real property; provided, that if the Senior Note Agent or the Junior Note Agent has entered into an agreement for the sale of all or substantially all of the Note Priority Collateral consisting of real property and equipment at a location in a bona fide arm’s 's length transaction with an unaffiliated person, the rights of the ABL Agent set forth in Sections 4.3(a) and (b) above at such location shall only continue until the later of (A) the date one hundred twenty (120) days after the date the ABL Agent ​ ​ receives written notice from the Senior Note Agent or the Junior Note Agent, as applicable, of such agreement, together with a copy thereof, as duly authorized, executed and delivered by the parties thereto or (B) the date that the proposed purchaser shall require as a condition of such sale that possession of the equipment and real property be given by the Senior Note Agent or the Junior Note Agent, as applicable, to such purchaser; provided, however, that in no event shall the rights of the ABL Agent set forth in Sections 4.3(a) and (b) above at such location exceed the applicable Access Period. The time periods set forth in Sections 4.2 and 4.3 above shall be tolled during the pendency of any Insolvency or Liquidation Proceeding pursuant to which the ABL Agent, the Senior Note Agent and the Junior Note Agent are effectively stayed from enforcing their rights and remedies with respect to the ABL Priority Collateral. In no event shall any of the Senior Note Secured Parties or the Junior Note Secured Parties take any action to interfere, limit or restrict the rights of the ABL Agent or any ABL Secured Party or the exercise of such rights by the ABL Agent or any ABL Secured Party to have access to or to use any of such Note Priority Collateral under such possession or control pursuant to Sections 4.2 and 4.3 prior to the expiration of such periods. ​.

Rights of Access and Use. In the event that any Senior Note Secured Party Term Representative or any Junior Note Term Secured Party shall acquire control or possession of any of the Note Term Priority Collateral or shall, through the Exercise exercise of Secured Creditor Remediesremedies under the Term Documents or otherwise, sell any of the Note Term Priority Collateral to any third party (a “Third Party Purchaser”), the Senior Note Secured Parties such Term Representative and the Junior Note Term Secured Parties shall permit the ABL Agent (or require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser agree to permit the ABL Agent), at its option and in accordance with applicable law: (a) to enter any or all of the Note Term Priority Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of real property during normal business hours (i) in order to inspect, remove or take any action with respect to the ABL Priority Collateral or to enforce the ABL Agent’s rights with respect thereto, including including, but not limited to, the examination and removal of the ABL Priority Collateral and the examination and duplication of the books and records of any Grantor related to the ABL Priority Collateral and use of systems and other computer processing procession equipment in connection therewith, (ii) to complete the processing of and turning into finished goods any ABL Priority Collateral consisting of raw materials or work-in-process, (iii) to sell any or all of the ABL Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (iiiiv) otherwise for the purpose of processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and/or (ivv) to take commercially reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Agent and/or the other ABL Secured Parties (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral, such right to include include, without limiting the generality of the foregoing, the right to conduct one or more public or private sales or auctions thereon; and (b) to use any of the Note Term Priority Collateral under such control or possession (or sold to a Third Party Purchaser) (including, without limitation, real property, equipment, machinery, fixtures, computers or other data processing equipment) to handle, deal with or dispose of any ABL Priority Collateral pursuant to the rights of the ABL Agent and the other ABL Secured Parties as set forth in the ABL Loan Documents, the UCC of any applicable jurisdiction, the PPSA or jurisdiction and other applicable lawlaw including, including without limitation, those actions listed in Section 4.3(a) above. The Senior Note Secured Parties Term Representatives and the Junior Note Term Secured Parties shall not have any responsibility or liability for the acts or omissions of the ABL Agent or any other ABL Secured Party (or any of their respective representatives, contractors, licensees or invitees)Party, and the ABL Agent and the other ABL Secured Parties (and any of their respective representatives, contractors, licensees or invitees) shall not have any responsibility or liability for the acts or omissions of any Senior Note Secured Party the Term Representatives or any Junior Note Term Secured Party, in each case, case arising in connection with such other Secured Party’s use and/or occupancy of any of the Note Term Priority Collateral. The rights of the ABL Agent set forth in Sections 4.3(a) and 4.3(b) above as to the Note Term Priority Collateral shall be irrevocable and shall continue at the ABL Agent’s option for a period (the “Access Period”) of one hundred eighty fifty (180150) days for each respective parcel of real property from the earlier of (i) the date that the ABL Agent receives written notice from the Senior Note Agent or the Junior Note Agent any Term Representative that the Senior Note Agent or the Junior Note Agent such Term Representative has acquired possession or control of such Note any of the Term Priority Collateral and (iiexcept, that such one hundred fifty (150) day period shall be reduced by the date number of days, if any, that the ABL Agent provides has entered or used the Senior Note Agent Term Priority Collateral as described in Section 4.3(a) or 4.3(b) above, to the extent prior to the date that any Term Representative or the Junior Note Agent with written notice Term Secured Parties have control or possession of its intent such Term Priority Collateral, or have sold such Term Priority Collateral to exercise rights and remedies under this Section 4.3 with respect to each such parcel of real propertya Third Party Purchaser); provided, that if the Senior Note Agent or the Junior Note Agent any Term Representative has entered into an agreement for the sale of all or substantially all of the Note Term Priority Collateral consisting of equipment and real property and equipment at a location in a bona fide arm’s length transaction with an unaffiliated person, the rights of the ABL Agent set forth in Sections 4.3(a) and (b) above at such location shall only continue until the later of (Ax) the date one hundred twenty (120) days after the date the ABL Agent ​ ​ receives written notice from the Senior Note Agent or the Junior Note Agent, as applicable, such Term Representative of such agreement, together with a copy thereof, as duly authorized, executed and delivered by the parties thereto or (By) the date that the proposed purchaser shall require as a condition of such sale that possession of the equipment and real property be given by the Senior Note Agent or the Junior Note Agent, as applicable, such Term Representative to such purchaser; provided. In connection with any such sale, however, that in no event such Term Representative and the Term Secured Parties shall the rights use commercially reasonable efforts to cause such purchaser to not require as a condition of the ABL Agent set forth sale that possession of the equipment and real property be given by such Term Representative to such purchaser prior to the end of the one hundred fifty (150) day period provided for above or if such period is not acceptable to the purchaser, then the longest period equal to or greater than the one hundred twenty (120) day period provided for above which may be acceptable (provided that such efforts by such Term Representative shall not be required if in Sections 4.3(a) and (b) above at the good faith determination of such location exceed Term Representative such efforts will result in an adverse change in the applicable Access Periodterms of the proposed sale or have a reasonable likelihood of causing the sale not to occur). The time periods set forth in Sections 4.2 and 4.3 above shall be tolled during the pendency of any Insolvency proceeding of any Borrower or Liquidation Proceeding Grantor under the U.S. Bankruptcy Code or other proceedings pursuant to which both the ABL Agent, the Senior Note Agent and the Junior Note Agent Term Representatives are effectively stayed from enforcing their rights and remedies with respect to against the ABL Priority Collateral. In no event shall the Term Representatives or any of the Senior Note Secured Parties or the Junior Note Term Secured Parties take any action to interfere, limit or restrict the rights of the ABL Agent or any other ABL Secured Party or the exercise of such rights by the ABL Agent or any other ABL Secured Party to have access to or to use any of such Note Term Priority Collateral under such possession or control pursuant to Sections 4.2 and 4.3 prior to the expiration of such periods. ​.

Rights of Access and Use. In the event that any Senior Note Secured Party Noteholder Agent ------------------------- or any Junior Note Secured Party Noteholder shall acquire control or possession of any of the Note Noteholder Priority Collateral or shall, through the Exercise exercise of Secured Creditor Remediesremedies under the Noteholder Documents or otherwise, sell any of the Note Noteholder Priority Collateral to any third party (a “"Third Party Purchaser”"), the Senior Note Secured Parties Noteholder Agent and the Junior Note Secured Parties Noteholders shall permit the ABL Agent Revolving Loan Lender (or require as a condition of such sale to the Third Party Purchaser that the Third Party Purchaser agree to permit the ABL AgentRevolving Loan Lender), at its option and in accordance with applicable law: (a) to enter any or all of the Note Noteholder Priority Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of real property during normal business hours (i) in order to inspect, remove or take any action with respect to the ABL Revolving Loan Priority Collateral or to enforce the ABL Agent’s Revolving Loan Lender's rights with respect thereto, including including, but not limited to, the examination and removal of the ABL Revolving Loan Priority Collateral and the examination and duplication of the books and records of any Grantor Obligor related to the ABL Revolving Loan Priority Collateral and use of systems and other computer processing equipment in connection therewith, (ii) to sell any or all of the ABL Priority Collateral, whether in bulk, in lots or to customers in the ordinary course otherwise handle, deliver, ship, transport, deal with or dispose of business or otherwise, (iii) otherwise for the purpose of shipping, storing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and/or (iv) to take commercially reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Agent and/or the other ABL Secured Parties in and to the ABL Revolving Loan Priority Collateral, such right to include include, without limiting the generality of the foregoing, the right to conduct one or more public or private sales or auctions thereon; and (b) to use any of the Note Noteholder Priority Collateral under such control or possession (or sold to a Third Party Purchaser) consisting of equipment (including, real property, equipment, machinery, fixtures, including computers or other data processing equipmentequipment related to the storage or processing of records, documents or files pertaining to the Revolving Loan Priority Collateral) to handle, deal with or dispose of any ABL Revolving Loan Priority Collateral pursuant to the rights of the ABL Agent and the ABL Secured Parties Revolving Loan Lender as set forth in the ABL DocumentsRevolving Loan Agreements, the UCC Uniform Commercial Code of any applicable jurisdiction, the PPSA or jurisdiction and other applicable law, including those actions listed in Section 4.3(a) above. The Senior Note Secured Parties rights of Revolving Loan Lender set forth in this Section 2.9 shall be irrevocable and shall continue at Revolving Loan Lender's option for a period of ninety days (90) days from the Junior Note Secured Parties date that Noteholder Agent notifies Revolving Loan Lender that Noteholder Agent or Noteholders have acquired possession or control of any of the Noteholder Priority Collateral. Noteholder Agent and Noteholders shall not have any responsibility or liability for the acts or omissions of the ABL Agent or any ABL Secured Party (or any of their respective representatives, contractors, licensees or invitees)Revolving Loan Lender, and the ABL Agent and the ABL Secured Parties (and any of their respective representatives, contractors, licensees or invitees) Revolving Loan Lender shall not have any responsibility or liability for the acts or omissions of any Senior Note Secured Party Noteholder Agent or any Junior Note Secured PartyNoteholder, in each case, case arising in connection with such other Secured Party’s Creditor's use and/or occupancy of any of the Note Noteholder Priority Collateral. The rights of the ABL Agent set forth in Sections 4.3(a) and 4.3(b) above as to the Note Priority Collateral shall be irrevocable and shall continue at the ABL Agent’s option for a period (the “Access Period”) of one hundred eighty (180) days for each respective parcel of real property from the earlier of (i) the date that the ABL Agent receives written notice from the Senior Note Agent or the Junior Note Agent that the Senior Note Agent or the Junior Note Agent has acquired possession or control of such Note Priority Collateral and (ii) the date the ABL Agent provides the Senior Note Agent or the Junior Note Agent with written notice of its intent to exercise rights and remedies under this Section 4.3 with respect to each such parcel of real property; provided, that if the Senior Note Agent or the Junior Note Agent has entered into an agreement for the sale of all or substantially all of the Note Priority Collateral consisting of real property and equipment at a location in a bona fide arm’s length transaction with an unaffiliated person, the rights of the ABL Agent set forth in Sections 4.3(a) and (b) above at such location shall only continue until the later of (A) the date one hundred twenty (120) days after the date the ABL Agent ​ ​ receives written notice from the Senior Note Agent or the Junior Note Agent, as applicable, of such agreement, together with a copy thereof, as duly authorized, executed and delivered by the parties thereto or (B) the date that the proposed purchaser shall require as a condition of such sale that possession of the equipment and real property be given by the Senior Note Agent or the Junior Note Agent, as applicable, to such purchaser; provided, however, that in no event shall the rights of the ABL Agent set forth in Sections 4.3(a) and (b) above at such location exceed the applicable Access Period. The time periods set forth in Sections 4.2 and 4.3 above shall be tolled during the pendency of any Insolvency or Liquidation Proceeding pursuant to which the ABL Agent, the Senior Note Agent and the Junior Note Agent are effectively stayed from enforcing their rights and remedies with respect to the ABL Priority Collateral. In no event shall any of the Senior Note Secured Parties or the Junior Note Secured Parties take any action to interfere, limit or restrict the rights of the ABL Agent or any ABL Secured Party or the exercise of such rights by the ABL Agent or any ABL Secured Party to have access to or to use any of such Note Priority Collateral under such possession or control pursuant to Sections 4.2 and 4.3 prior to the expiration of such periods. ​.