Common use of Access to Collateral Clause in Contracts

Access to Collateral. Notwithstanding anything contained herein to the contrary, and without limiting any other rights or remedies of the Lender contained in this Interim Order or the DIP Loan Documents, or otherwise available at law or in equity, and subject to the terms of the DIP Loan Agreement, upon three (3) business days’ written notice to the landlord of any leased premises upon which any Post-Petition Collateral is located (a “Landlord”), that an Event of Default or a Default by the Debtors of any of their obligations under the DIP Loan Documents or this Interim Order has occurred and is continuing, the Lender may, subject to any separate agreement by and between such Landlord and the Lender, enter upon any leased premises of any of the Debtors for the purpose of exercising any remedy with respect to Post-Petition Collateral located thereon and shall be entitled to all of the Debtors’ rights and privileges as lessee under such lease without interference from the Landlord thereunder; provided, however, that the Lender shall only pay base rent as defined in the lease with any such Landlord (or other agreement between Lender and the Landlord) and additional rent obligations of the Debtors (limited to charges for utilities, unless otherwise agreed between the Landlord and Lender) that first arise after the Lender’s written notice referenced above and that are payable during the period of such occupancy by the Lender, calculated on a per diem basis. Nothing herein shall require the Debtors to assume and assign to the Lender any lease under section 365(a) of the Bankruptcy Code as a precondition to the rights afforded to the Lender in this paragraph.

Access to Collateral. Notwithstanding anything contained herein to the contrary, and without limiting any other rights or remedies (a) Each of the Lender contained Revolver Agent and the -------------------- Term Administrative Agent agrees to allow the other and its respective agents and employees reasonable access to any ▇▇▇▇▇▇▇▇▇ Property in this Interim Order its possession or the DIP Loan Documentsunder its control, or otherwise available at law or in equityincluding, without limitation, any ▇▇▇▇▇▇▇▇▇ Real Property and subject to the terms any customer lists, software, data bases, business records data and other books and records of the DIP Loan AgreementBorrower pertaining to any of the Collateral, upon three (3) business days’ written notice to for the landlord purposes of any leased premises upon which any Post-Petition Collateral is located (a “Landlord”)Remedial Action then permitted by this Agreement and the relevant Security Documents and the Borrower, that an Event of Default or a Default by the Debtors on its behalf and on behalf of any of their obligations under the DIP Loan Documents or this Interim Order has occurred and is continuing, the Lender may, subject its Subsidiaries party to any separate agreement Security Documents, by and between acknowledging receipt of this Agreement consents to such Landlord and access. In the Lender, enter upon any leased premises of any event such utilization of the Debtors Term Collateral is solely for the purpose of exercising any remedy with respect removing and/or realizing on Revolver Collateral, the Revolver Lenders shall indemnify the Term Lenders from all damage to Post-Petition Collateral located thereon and shall be entitled to all or deterioration of the Debtors’ rights Term Collateral during such utilization, normal wear and privileges as lessee under tear excepted; (b) In the event such lease without interference from utilization of the Landlord thereunder; providedTerm Collateral is for the purpose of processing and converting raw materials (including work-in-process) into finished goods, howeverthe Revolver Lenders shall, that in addition to the Lender shall only indemnity referenced in paragraph (a) above, pay base rent as defined in to the lease with Term Lenders the incremental costs (i.e., those costs which are directly attributable to the Revolver Agent's ---- utilization of such Term Collateral over and above any such Landlord costs the Term Lenders would have incurred whether or not the Revolver Agent had so utilized the Term Collateral) incurred by the Term Lenders on account of utility rates and similar charges and any increased insurance costs which the Term Lenders are required to pay as a result of such utilization; (c) Nothing in this Section 3.10 shall prevent the Term ------------ Administrative Agent or the Revolver Agent from entering into a contract of sale, transfer or other agreement disposition of, or otherwise foreclosing on, any of the Term Collateral or Revolver Collateral, respectively, so long as such contract provides, or such foreclosure is subject to providing, the Revolver Agent or the Term Administrative Agent, as the case may be, with the same access to such Collateral (including the execution and delivery of any agreements between Lender third parties and the Landlord) and additional rent obligations of Revolver Agent to preserve the Debtors (limited Revolver Agent's or any Revolver Lender's access to charges for utilities, unless otherwise agreed between the Landlord and Lender) that first arise after the Lender’s written notice referenced above and that are payable Revolver Collateral during the period described in clause (f) below) as provided by this Section 3.9. ----------- (d) The Term Administrative Agent agrees that it shall not take any action, legal, contractual or otherwise, or commence any legal proceeding to prevent the Revolver Agent's use of such occupancy by the LenderTerm Collateral as provided in this Section 3.9 or the Revolver Agent's non-exclusive use of any Patents, calculated on a per diem basis. Nothing herein shall require the Debtors Patent ----------- Licenses or General Intangibles necessary or desirable to assume and assign convert raw materials constituting Revolver Collateral into inventory, to the Lender extent that the Borrower has granted the Revolver Agent the right to use any lease under section 365(asuch property for such purpose. (e) The Revolver Agent agrees that it shall not take any action, legal, contractual or otherwise, or commence any legal proceeding to prevent the Term Administrative Agent's use of the Revolver Collateral as provided in this Section 3.9 or the Term Administrative Agent's non-exclusive use of any Patents, ----------- Patent Licenses or General Intangibles necessary or desirable to dispose of equipment constituting Term Collateral, to the extent that the Borrower has granted the Term Administrative Agent the right to do so. (f) Notwithstanding anything to the contrary in this Section 3.9, (i) ----------- the utilization (including, without limitation, the access, occupation and use) of the Bankruptcy Code Term Collateral by the Revolver Agent shall be permitted for a period not to exceed (x) ninety (90) days from the date the Revolver Agent takes any Remedial Action or receives notice from the Term Administrative Agent that the Term Administrative Agent has taken or intends to take any Remedial Action or (y) such shorter period as is necessary for the Revolver Agent to complete Revolver Collateral consisting of work-in-process, to store Revolver Collateral constituting Inventory and to otherwise remove such Revolver Collateral from the ▇▇▇▇▇▇▇▇▇ Real Property in which the Term Administrative Agent is purported to have a precondition to Lien and complete the rights afforded to the Lender Revolver Agent's exercise of remedies in this paragraphrespect thereof.

Access to Collateral. Notwithstanding anything contained herein to the contrary, and without limiting any other rights or remedies of the Lender Lenders contained in this Interim Order or the DIP Loan Documents, or otherwise available at law or in equity, and subject to the terms of the DIP Loan Agreement, upon three (3) business days’ written notice to the landlord of any leased premises upon which any Post-Petition Collateral is located (a “Landlord”), ) that an Event of Default or a Default by the Debtors of any of their obligations under the DIP Loan Documents or this Interim Order has occurred and is continuing, the Lender Lenders may, subject to any separate agreement by and between such Landlord and the LenderAgents and/or Lenders, enter upon any leased premises of any of the Debtors for the purpose of exercising any remedy with respect to Post-Petition Collateral located thereon and shall be entitled to all of the Debtors’ rights and privileges as lessee under such lease without interference from the Landlord Landlords thereunder; provided, however, that the Lender Agents shall only pay base rent as defined in the lease with any such Landlord (or other agreement between Lender and the Landlord) and additional rent obligations of the Debtors (limited to charges for utilities, unless otherwise agreed between the Landlord and LenderAgents) that first arise after the Lender’s Agents’ written notice referenced above and that are payable during the period of such occupancy by the LenderAgents, calculated on a per diem basis. Nothing herein shall require the Debtors to assume and assign to the Lender Agents any lease under section 365(a) of the Bankruptcy Code as a precondition to the rights afforded to the Lender Agents in this paragraph.

Access to Collateral. Notwithstanding anything contained herein to the contrary, and without limiting any other rights or remedies of the Lender DIP Secured Parties contained in this Interim Order or the DIP Loan Documents, or otherwise available at law or in equity, and subject to the terms of the DIP Loan AgreementDocuments, upon three (3) business daysBusiness Days’ written notice to the landlord landlord, lienholder, licensor, or other third party owner of any leased or licensed premises upon which any Post-Petition Collateral is located (a “Landlord”), or intellectual property that an Event of Default under the DIP Documents or a Default default by any of the Debtors Obligors of any of their obligations under the DIP Loan Documents or this Interim Order has occurred and is continuing, the Lender DIP Agent (i) may, only subject to any separate agreement by and between such Landlord and the Lenderapplicable landlord or licensor (the terms of which shall be reasonably acceptable to the parties thereto), enter upon any leased or licensed premises of any of the Debtors Obligors for the purpose of exercising any remedy with respect to Post-Petition Collateral located thereon and (ii) subject to applicable law, shall be entitled to all of the DebtorsObligors’ rights and privileges as lessee or licensee under such lease the applicable license and to use any and all trademarks, trade-names, copyrights, licenses, patents or any other similar assets of the Obligors, which are owned by or subject to a lien or license of any third party and which are used by the Obligors in their businesses, in either the case of subparagraph (i) or (ii) of this paragraph without interference from the Landlord lienholders or licensors thereunder; provided, however, that the Lender DIP Agent shall pay only pay base rent as defined in the lease with any such Landlord (and additional rent, fees, royalties or other agreement between Lender and the Landlord) and additional rent obligations of the Debtors (limited to charges for utilities, unless otherwise agreed between the Landlord and Lender) Obligors that first arise after the LenderDIP Agent’s written notice referenced above and that are payable during the period of such occupancy or use by the LenderDIP Agent, as the case may be, calculated on a per diem basis. To the extent applicable law prohibits the forgoing access or use of rights, the DIP Agent shall have the right to an expedited hearing on five (5) Business Days’ notice to obtain Court authorization to obtain such access and/or use such rights. Nothing herein shall require the Debtors Obligors or the DIP Agent to assume and or assign to the Lender any lease or license under section 365(a) of the Bankruptcy Code as a precondition to the rights afforded to the Lender DIP Agent in this paragraph.