violation of the terms of this Agreement, the
Obligors shall not be entitled to use such violation as a defense to any action
by any ABL Secured Party or Term Secured Party, nor to assert such violation as
a counterclaim or basis for set off or recoupment against any ABL Secured Party
or Term Secured Party.
Section 3.5
Inspection and Access Rights.
(A)
WITHOUT LIMITING ANY RIGHTS THE ABL AGENT
OR ANY OTHER ABL SECURED PARTY MAY OTHERWISE HAVE UNDER APPLICABLE LAW OR BY
AGREEMENT, IN CONNECTION WITH THE EXERCISE OF ANY OF SUCH RIGHTS, INCLUDING,
WITHOUT LIMITATION, IN THE EVENT OF ANY LIQUIDATION OF THE ABL PRIORITY
COLLATERAL (OR ANY OTHER EXERCISE OF ANY SECURED CREDITOR REMEDIES BY THE ABL
AGENT) AND WHETHER OR NOT THE TERM AGENT OR ANY OTHER TERM SECURED PARTY HAS
COMMENCED AND IS CONTINUING TO EXERCISE ANY SECURED CREDITOR REMEDIES OF THE
TERM AGENT, THE ABL AGENT OR ANY OTHER PERSON (INCLUDING ANY ABL OBLIGOR) ACTING
WITH THE CONSENT, OR ON BEHALF, OF THE ABL AGENT, SHALL HAVE THE RIGHT
(A) DURING NORMAL BUSINESS HOURS ON ANY BUSINESS DAY, TO ACCESS ABL PRIORITY
COLLATERAL THAT (I) IS STORED OR LOCATED IN OR ON, OR (II) HAS BECOME AN
ACCESSION WITH RESPECT TO (WITHIN THE MEANING OF SECTION 9-335 OF THE UNIFORM
COMMERCIAL CODE), OR (III) HAS BEEN COMMINGLED WITH (WITHIN THE MEANING OF
SECTION 9-336 OF THE UNIFORM COMMERCIAL CODE), TERM PRIORITY COLLATERAL, AND
(B) DURING THE USE PERIOD, SHALL HAVE THE RIGHT TO USE THE TERM PRIORITY
COLLATERAL, EACH OF THE FOREGOING IN ORDER TO ASSEMBLE, INSPECT, COPY OR
DOWNLOAD INFORMATION STORED ON, TAKE ACTION TO PERFECT ITS LIENS ON, COMPLETE A
PRODUCTION RUN OF INVENTORY, TAKE POSSESSION OF, MOVE, PREPARE AND ADVERTISE FOR
SALE, SELL (BY PUBLIC AUCTION, PRIVATE SALE OR A
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"STORE CLOSING", "GOING OUT OF BUSINESS" OR SIMILAR SALE, WHETHER IN BULK, IN
LOTS OR TO CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS OR OTHERWISE AND WHICH
SALE MAY INCLUDE AUGMENTED INVENTORY OF THE SAME TYPE SOLD IN THE ANY ABL
OBLIGOR'S BUSINESS), STORE OR OTHERWISE DEAL WITH THE ABL PRIORITY COLLATERAL,
IN EACH CASE WITHOUT NOTICE TO, THE INVOLVEMENT OF OR INTERFERENCE BY ANY TERM
SECURED PARTY OR LIABILITY TO ANY TERM SECURED PARTY, PROVIDED THAT THE ABL
AGENT SHALL, FURNISH PROMPT WRITTEN NOTICE TO THE TERM AGENT OF THE EXERCISE OF
ANY RIGHTS OF THE ABL AGENT AND ABL SECURED PARTIES HEREUNDER.
IN THE EVENT
THAT ANY ABL SECURED PARTY HAS COMMENCED AND IS CONTINUING THE EXERCISE OF ANY
SECURED CREDITOR REMEDIES WITH RESPECT TO ANY ABL PRIORITY COLLATERAL OR ANY
OTHER SALE OR LIQUIDATION OF THE ABL PRIORITY COLLATERAL HAS BEEN COMMENCED BY
AN ABL OBLIGOR (WITH THE CONSENT OF THE ABL AGENT), THE TERM AGENT MAY NOT SELL,
ASSIGN OR OTHERWISE TRANSFER THE RELATED TERM PRIORITY COLLATERAL PRIOR TO THE
EXPIRATION OF THE USE PERIOD, UNLESS THE PURCHASER, ASSIGNEE OR TRANSFEREE
THEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THIS SECTION 3.5.
(B)