Common use of Access to Collateral Clause in Contracts

Access to Collateral. (a) Each of the Revolver Agent and the Trustee agrees to allow the other and its respective agents and employees reasonable access to any ▇▇▇▇▇▇▇▇▇ Property in its possession or under its control, including, without limitation, any ▇▇▇▇▇▇▇▇▇ Real Property and any customer lists, software, data bases, business records data and other books and records of the Company pertaining to any of the Collateral, for the purposes of any Remedial Action then permitted by this Agreement and the relevant Security Documents and the Company, on its behalf and on behalf of any of its Subsidiaries party to any Security Documents, by acknowledging receipt of this Agreement consents to such access. In the event such utilization of the Note Collateral is for the purpose of removing and/or realizing on Revolver Collateral, the Revolver Agent (on behalf of the Revolver Lenders) shall indemnify the Noteholders from all damage to or deterioration of the Note Collateral during such utilization, normal wear and tear excepted; (b) In the event such utilization of the Note Collateral is for the purpose of processing and converting raw materials (including work-in-process) into finished goods, the Revolver Agent (on behalf of the Revolver Lenders) shall, in addition to the indemnity referenced in paragraph (a) above, pay to the Noteholders the incremental costs (i.e., those costs which are directly attributable to the Revolver Agent's utilization of such Note Collateral over and above any such costs the Noteholders would have incurred whether or not the Revolver Agent had so utilized the Note Collateral) incurred by the Noteholders on account of utility rates and similar charges and any increased insurance costs which the Note Lenders are required to pay as a result of such utilization; (c) Nothing in this Section 2.9 shall prevent the Trustee or the Revolver Agent from entering into a contract of sale, transfer or other disposition of, or otherwise foreclosing on, any of the Note Collateral or Revolver Collateral, respectively, so long as such contract provides, or such foreclosure is subject to providing, the Revolver Agent or the Trustee, as the case may be, with the same access to such Collateral (including the execution and delivery of any agreements between third parties and the Revolver Agent to preserve the Revolver Agent's or any Revolver Lender's access to the Revolver Collateral during the period described in clause (f) below) as provided by this Section 2.9. (d) The Trustee 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 the Note Collateral as provided in this Section 2.9 or the Revolver Agent's non-exclusive use of any Patents, Patent Licenses or General Intangibles necessary or desirable to convert raw materials constituting Revolver Collateral into inventory, to the extent that the Company has granted the Revolver Agent the right to use any such 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 Trustee's use of the Revolver Collateral as provided in this Section 2.9 or the Trustee's non-exclusive use of any Patents, Patent Licenses or General Intangibles necessary or desirable to dispose of equipment constituting Note Collateral, to the extent that the Company has granted the Trustee the right to do so. (f) Notwithstanding anything to the contrary in this Section 2.9, (i) the utilization (including, without limitation, the access, occupation and use) of the Note 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 Trustee that the Trustee 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 Trustee is purported to have a Lien and complete the Revolver Agent's exercise of remedies in respect thereof.

Access to Collateral. (a) Each of the Revolver Credit Agent and the Trustee Note Agent agrees to allow the other and its respective agents and employees reasonable access to any ▇▇▇▇▇▇▇▇▇ Anchor Property in its possession or under its control, including, without limitation, any ▇▇▇▇▇▇▇▇▇ Anchor Real Property and any customer lists, software, data bases, business records data and other books and records of the Company Borrower pertaining to any of the Collateral, for the purposes of any Remedial Action then permitted by this Agreement and the relevant Security Documents and the Company, on its behalf and on behalf of any of its Subsidiaries party to any Security Documents, by acknowledging receipt of this Agreement consents to such access. In the event such utilization of the Senior Note Collateral is solely for the purpose of removing and/or and realizing on Revolver Bank Collateral, the Revolver Agent (on behalf of the Revolver Lenders) Lenders shall indemnify the Senior Noteholders from all damage to or deterioration of the Senior Note Collateral during such utilization, normal wear and tear excepted;. (b) In in the event such utilization of the Senior Note Collateral is for the purpose of processing and converting raw materials (including work-in-process) into finished goods, the Revolver Agent (on behalf of the Revolver Lenders) Lenders shall, in addition to the indemnity referenced in paragraph (a) above, pay to the Senior Noteholders the incremental costs (i.e., those costs which are directly attributable to the Revolver Credit Agent's utilization of such Senior Note Collateral over and above any such costs the Senior Noteholders would have incurred whether or not the Revolver Credit Agent had so utilized the Senior Note Collateral) incurred by the Senior Noteholders on account of utility rates and similar charges and any increased insurance costs which the Note Lenders Senior Noteholders are required to pay as a result of such utilization;. (c) If, and only if, the Credit Agent's utilization of the Senior Note Collateral is materially disruptive to the operations of the plant and facility, the Credit Agent shall pay to the Senior Noteholders fair market value compensation on a weekly basis in respect of its use of the plant and facility proportionate to the amount of disruption to the operations of the plant and facility provided that if in the event the Credit Agent and the Senior Noteholders are unable to agree as to the amount of such fair market value compensation they shall submit such dispute to arbitration. (d) Nothing in this Section 2.9 3.11 shall prevent the Trustee Note Agent or the Revolver Credit Agent from entering into a contract of sale, transfer or other disposition of, or otherwise foreclosing on, any of the Senior Note Collateral or Revolver Collateral, respectively, Bank Collateral so long as such contract provides, or such foreclosure is subject to providing, the Revolver Credit Agent or the TrusteeNote Agent, as the case may be, with the same access to such Collateral (including the execution and delivery of any agreements between third parties and the Revolver Agent to preserve the Revolver Agent's or any Revolver Lender's access to the Revolver Collateral during the period described in clause (f) below) as provided by this Section 2.93.11. (de) The Trustee Note Agent agrees that it shall not take any action, legal, contractual or otherwise, legal action or commence any legal proceeding to prevent the Revolver Credit Agent's use of the Senior Note Collateral as provided in this Section 2.9 3.11 or the Revolver Credit Agent's non-exclusive use of any Patents, Patent Licenses or General Intangibles necessary or desirable to convert raw materials constituting Revolver Bank Collateral into inventory, to the extent that the Company Borrower has granted the Revolver Credit Agent the right to use any such 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 Trustee's use of the Revolver Collateral as provided in this Section 2.9 or the Trustee's non-exclusive use of any Patents, Patent Licenses or General Intangibles necessary or desirable to dispose of equipment constituting Note Collateral, to the extent that the Company has granted the Trustee the right to do so. (f) Notwithstanding anything to the contrary in this Section 2.9, (i) the utilization (including, without limitation, the access, occupation and use) of the Note 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 Trustee that the Trustee 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 Trustee is purported to have a Lien and complete the Revolver Agent's exercise of remedies in respect thereof.

Access to Collateral. (a) Each of the Revolver Credit Agent and the Trustee Note Agent agrees to allow the other and its respective agents and employees reasonable access to any ▇▇▇▇▇▇▇▇▇ Anchor Property in its possession or under its control, including, without limitation, any ▇▇▇▇▇▇▇▇▇ Anchor Real Property and any customer lists, software, data bases, business records data and other books and records of the Company Borrower pertaining to any of the Collateral, for the purposes of any Remedial Action then permitted by this Agreement and the relevant Security Documents and the Company, on its behalf and on behalf of any of its Subsidiaries party to any Security Documents, by acknowledging receipt of this Agreement consents to such access. In the event such utilization of the Senior Note Collateral is solely for the purpose of removing and/or and realizing on Revolver Collateral, the Revolver Agent (on behalf of the Revolver Lenders) shall indemnify the Noteholders from all damage to or deterioration of the Note Collateral during such utilization, normal wear and tear excepted;Bank (b) In the event such utilization of the Senior Note Collateral is for the purpose of processing and converting raw materials (including work-in-process) into finished goods, the Revolver Agent (on behalf of the Revolver Lenders) Lenders shall, in addition to the indemnity referenced in paragraph (a) above, pay to the Senior Noteholders the incremental costs (i.e., i.e. those costs which are directly attributable to the Revolver Credit Agent's utilization of such Senior Note Collateral over and above any such costs the Senior Noteholders would have incurred whether or not the Revolver Credit Agent had so utilized the Senior Note Collateral) incurred by the Senior Noteholders on account of utility rates and similar charges and any increased insurance costs which the Note Lenders Senior Noteholders are required to pay as a result of such utilization;. (c) If, and only if, the Credit Agent's utilization of the Senior Note Collateral is materially disruptive to the operations of the plant and facility, the Credit Agent shall pay to the Senior Noteholders fair market value compensation on a weekly basis in respect of its use of the plant and facility proportionate to the amount of disruption to the operations of the plant and facility provided that if in the event the Credit Agent and the Senior Noteholders are unable to agree as to the amount of such fair market value compensation they shall submit such dispute to arbitration. (d) Nothing in this Section 2.9 3.11 shall prevent the Trustee Note Agent or the Revolver Credit Agent from entering into a contract of sale, transfer or other disposition of, or otherwise foreclosing on, any of the Senior Note Collateral or Revolver Collateral, respectively, Bank Collateral so long as such contract provides, or such foreclosure is subject to providing, the Revolver Credit Agent or the TrusteeNote Agent, as the case may be, with the same access to such Collateral (including the execution and delivery of any agreements between third parties and the Revolver Agent to preserve the Revolver Agent's or any Revolver Lender's access to the Revolver Collateral during the period described in clause (f) below) as provided by this Section 2.93.11. (de) The Trustee Note Agent agrees that it shall not take any action, legal, contractual or otherwise, legal action or commence any legal proceeding to prevent the Revolver Credit Agent's use of the Senior Note Collateral as provided in this Section 2.9 3.11 or the Revolver Credit Agent's non-exclusive use of any Patents, Patent Licenses or General Intangibles necessary or desirable to convert raw materials constituting Revolver Bank Collateral into inventory, to the extent that the Company Borrower has granted the Revolver Credit Agent the right to use any such 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 Trustee's use of the Revolver Collateral as provided in this Section 2.9 or the Trustee's non-exclusive use of any Patents, Patent Licenses or General Intangibles necessary or desirable to dispose of equipment constituting Note Collateral, to the extent that the Company has granted the Trustee the right to do so. (f) Notwithstanding anything to the contrary in this Section 2.9, (i) the utilization (including, without limitation, the access, occupation and use) of the Note 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 Trustee that the Trustee 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 Trustee is purported to have a Lien and complete the Revolver Agent's exercise of remedies in respect thereof.