Common use of Inspection Rights and Insurance Clause in Contracts

Inspection Rights and Insurance. (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by the First Priority Documents, inspect, repossess, remove and otherwise deal with such Common Collateral, and, pursuant to an Enforcement Action, the First Priority Representative may advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Priority Secured Party. (b) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor with respect to such Common Collateral (except that, if the applicable insurer permits, the Second Priority Representative and the Third Priority Representative shall have the right to be named as an additional insured so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering such Common Collateral in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting such Common Collateral.

Inspection Rights and Insurance. (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by in accordance with the First Priority Documents, inspect, repossess, remove and otherwise deal with such Common Collateral, and, pursuant to an Enforcement Action, the First Priority Representative may advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Priority Secured Party. (b) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, any Second Priority Secured Party and its representatives and invitees may, in accordance with the Second Priority Documents, inspect, repossess, remove and otherwise deal with such Common Collateral, and, pursuant to an Enforcement Action, the Second Priority Representative may advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice to, the involvement of or interference by any Third Priority Secured Party or liability to any Third Priority Secured Party. (c) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor Loan Party with respect to such Common Collateral (except that, if the applicable insurer permits, the Second Priority Representative and the or Third Priority Representative shall have the right to be named as an additional insured so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering such Common Collateral in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting such Common Collateral. (d) With respect to each Type of Common Collateral , after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, the Second Priority Representative will have the sole and exclusive right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan Party with respect to such Common Collateral (except that if the applicable insurer permits, the Third Priority Representative shall have the right to be named as an additional insured so long as its third lien status is identified in a manner reasonably satisfactory to the Second Priority Representative); (ii) to adjust or settle any insurance policy or claim covering such Common Collateral in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting such Common Collateral.

Inspection Rights and Insurance. (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, any Any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by the First Priority Documents, may at any time inspect, repossess, remove and otherwise deal with such the Common Collateral, and, Collateral pursuant to an Enforcement Actionthe provisions of the First Priority Documents, and the First Priority Representative may advertise and conduct public auctions or private sales of such the Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Priority Secured Party or Third Junior Priority Secured Party or liability to any Second Priority Secured Party or Third Junior Priority Secured Party. (b) With respect to each Type of Common Collateral, until . After the First Priority Obligations Payment Date, any Second Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral pursuant to the provisions of the Second Priority Documents, and the Second Priority Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case without notice to, the involvement of or interference by any Junior Priority Secured Party or liability to any Junior Priority Secured Party (b) Until the First Priority Obligations Payment Date has occurred, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor Loan Party with respect to such the Common Collateral (except that, if the applicable insurer permits, that the Second Priority Representative and the Third Junior Priority Representative shall have the right to be named as an additional insured and loss payee so long as its second lien or junior lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering such the Common Collateral in the event of any loss thereunder; thereunder and (iii) to approve any award granted in any condemnation or similar proceeding affecting such the Common Collateral, in each case to the extent provided by the First Priority Documents. After the First Priority Obligations Payment Date has occurred and until the Second Priority Obligations Payment Date has occurred, the Second Priority Representative will have the sole and exclusive right (A) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan Party with respect to the Common Collateral (except that the Junior Priority Representative shall have the right to be named as additional insured and loss payee so long as its junior lien status is identified in a manner satisfactory to the Second Priority Representative); (B) to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and (C) to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral, in each case to the extent provided by the Second Priority Documents.

Inspection Rights and Insurance. (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by the First Priority Documents, inspect, repossess, remove and otherwise deal with such Common Collateral, and, pursuant to an Enforcement Action, the First Priority Representative may advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Priority Secured Party. (b) With respect to each Type Proceeds of Common CollateralCollateral include insurance proceeds and, until the First Priority Obligations Payment Datetherefore, the First Priority Representative will have Lien priority shall govern the sole ultimate disposition of casualty insurance proceeds and exclusive right, subject business interruption insurance proceeds. To effectuate the foregoing and to the rights of the Grantors under extent provided by the applicable First Priority Loan Documents, (i) to be named the ABL Agent and the LC Agent shall each receive separate lender’s loss payable endorsements naming themselves as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor and additional insured, as their interests may appear, with respect to such policies which insure Common Collateral (except thathereunder. If any insurance claim includes both ABL Priority Collateral and LC Priority Collateral and the insurer will not settle such claim separately with respect to ABL Priority Collateral and LC Priority Collateral, if the applicable insurer permits, the Second Priority Representative ABL Agent and the Third Priority Representative shall LC Agent are unable after negotiating in good faith to agree on the settlement for such claim, any of them (to the extent they have the right to direct the settlement of such claim under the applicable Loan Documents) may apply to a court of competent jurisdiction to make a determination regarding the allocation of proceeds of such insurance claim. All proceeds of such insurance shall be named as an additional insured so long as its second lien status remitted to the extent required by the applicable Loan Documents to the ABL Agent or third lien statusthe LC Agent, as the case may be, is identified and each of the ABL Agent and the LC Agent shall cooperate (if necessary) in a reasonable manner reasonably satisfactory to in effecting the First Priority Representative); (ii) to adjust or settle any payment of insurance policy or claim covering such Common Collateral proceeds in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting such Common Collateralaccordance with Section 4.1 hereof.

Inspection Rights and Insurance. (a) With respect Subject in all respects to each Type the terms of Common Collateral, until the First Priority Obligations Payment DateDocuments, any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by the First Priority Documents, may at any time inspect, repossess, remove and otherwise deal with such the Common Collateral, and, pursuant to an Enforcement Action, and the First Priority Representative may advertise and conduct public auctions or private sales of such the Common Collateral, in accordance with the terms of the First Priority Documents, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Priority Secured Party. (b) With respect As between the First Priority Representative and the Second Priority Representative, and in any event subject in all respects to each Type the terms of Common Collateralthe First Priority Documents, until the First Priority Obligations Payment DateDate has occurred, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor with respect to such Common Collateral (except that, if the applicable insurer permits, that the Second Priority Representative and the Third Priority Representative shall have the right to be named as an additional insured and loss payee so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering such the Common Collateral in the event of any loss thereunder; thereunder and (iii) to approve any award granted in any condemnation or similar proceeding affecting such the Common Collateral.

Inspection Rights and Insurance. (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by in accordance with the First Priority Documents, inspect, repossess, remove and otherwise deal with such Common Collateral, and, pursuant to an Enforcement Action, the First Priority Representative may advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice (other than any notice required by lawlaw or the First Priority Documents) to, the involvement of or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Priority Secured Party. (b) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor with respect to such Common Collateral (except that, if the applicable insurer permits, the Second Priority Representative and the Third Priority Representative shall have the right to be named as an additional insured so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering such Common Collateral in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting such Common Collateral, in each case in accordance with the First Priority Documents.

Inspection Rights and Insurance. (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, any Any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by the First Priority Documents, may at any time inspect, repossess, remove and otherwise deal with such the Common Collateral, and, pursuant to an Enforcement Action, and the First Priority Representative may advertise and conduct public auctions or private sales of such the Common Collateral, in each case without notice to (other than any notice that may be required by law) tothe Uniform Commercial Code), the involvement of (other than any involvement that may be required by the Uniform Commercial Code) or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Priority Secured Party. (b) With respect to each Type of Common Collateral, until Until the First Priority Obligations Payment DateDate has occurred, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor with respect to such Common Collateral (except that, if the applicable insurer permits, the Second Priority Representative and the Third Priority Representative shall have the right to be named as an additional insured so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Priority Representative)Loan Party; (ii) to adjust or settle any insurance policy or claim covering such the Common Collateral or business interruption in the event of any loss thereunder; or claim thereunder and (iii) to approve any award granted in any condemnation or similar proceeding affecting such the Common Collateral; provided, however, that the Second Priority Representative may be named as additional insured and loss payee under such insurance policies if (but only if), in connection with being so named, its right to receive any insurance payments in any way attributable to or with respect to any Common Collateral is expressly junior and subordinate to the right of the First Priority Representative to receive and retain the same pursuant to an agreement in form and substance satisfactory to the First Priority Representative. (c) In the event that any insurance proceeds are payable with respect to any Common Collateral, the insurance companies from whom insurance proceeds are payable are hereby directed by the Loan Parties, the First Priority Representative and the Second Priority Representative to make and deliver payment for such loss to the First Priority Representative until the First Priority Obligations Payment Date has occurred, or to the Second Priority Representative after the First Priority Obligations Payment Date has occurred and before the Second Priority Obligations Payment Date has occurred, and in each case not to such Person and any Loan Party jointly. If any insurance losses are paid by check, draft or other instrument payable jointly, each Loan Party and the Second Priority Representative hereby appoints the First Priority Representative or its designee, at all times until the First Priority Obligations Payment Date has occurred, as attorney-in-fact for such Loan Party and the Second Priority Representative with the power to endorse such Loan Party’s and the Second Priority Representative’s name thereon and to do such other things as the First Priority Representative may deem advisable to reduce the same to cash, and each Loan Party hereby appoints the Secured Priority Representative or its designee, at all times after the First Priority Obligations Payment Date has occurred and before the Second Priority Obligations Payment Date has occurred, as attorney-in-fact for such Loan Party with the power to endorse such Loan Party’s name thereon and to do such other things as the Second Priority Representative may deem advisable to reduce the same to cash. Each of the parties hereto agrees to use all reasonable efforts to cause the applicable insurance companies to comply with the provisions of this Section 4.3(c).

Inspection Rights and Insurance. (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, any Any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by the First Priority Documents, may at any time inspect, repossess, remove and otherwise deal with such the Common Collateral, and, pursuant to an Enforcement Action, and the First Priority Representative may advertise and conduct public auctions or private sales of such the Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Priority Secured Party. (b) With respect to each Type . Following the occurrence of Common Collateral, until the First Priority Obligations Payment Date, any Second Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral, and the Second Priority Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case without notice to, the involvement of or interference by any Third Priority Secured Party or liability to any Third Priority Secured Party. (b) Until the First Priority Obligations Payment Date has occurred, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor with respect to such Common Collateral Loan Party (except that, if the applicable insurer permits, that the Second Priority Representative and the Third Priority Representative shall have the right to be named as an additional insured insureds and loss payees so long as its their second lien status or and third lien status, as the case may berespectively, is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) as between the Secured Parties, to adjust or settle any insurance policy or claim covering such the Common Collateral in the event of any loss thereunder; thereunder and (iii) as between the Secured Parties, to approve any award granted in any condemnation or similar proceeding affecting such the Common Collateral. Following the occurrence of the First Priority Obligations Payment Date and until the Second Priority Obligations Payment Date has occurred, the Second Priority Representative will have the sole and exclusive right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan Party (except that the Third Priority Representative shall have the right to be named as additional insured and loss payee so long as its third lien status is identified in a manner satisfactory to the Second Priority Representative); (ii) as between the Secured Parties, to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and (iii) as between the Secured Parties, to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral.

Inspection Rights and Insurance. (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by in accordance with the First Priority Documents, inspect, repossess, remove and otherwise deal with such Common Collateral, and, pursuant to an Enforcement Action, the First Priority Representative may advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Priority Secured Party. (b) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor Loan Party with respect to such Common Collateral (except that, if the applicable insurer permits, the Second Priority Representative and the Third Priority Representative shall have the right to be named as an additional insured so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering such Common Collateral in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting such Common Collateral.

Inspection Rights and Insurance. (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, any Any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by the First Priority Documents, may at any time inspect, repossess, remove and otherwise deal with such the Common CollateralCollateral in accordance with the terms of the First Priority Documents, and, pursuant to an Enforcement Action, and the First Priority Representative may advertise and conduct public auctions or private sales of such the Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Party; provided that the First Priority Secured PartyRepresentative shall provide the Second Priority Representative with notice of any sales. (b) With respect to each Type of Common Collateral, until Until the First Priority Obligations Payment DateDate has occurred, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor with respect to such Common Collateral Loan Party (except that, if the applicable insurer permits, that the Second Priority Representative and the Third Priority Representative shall have the right to be named as an additional insured and loss payee so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering such the Common Collateral in the event of any loss thereunderthereunder in accordance with the terms of the First Priority Documents; and (iii) to approve any award granted in any condemnation or similar proceeding affecting such the Common CollateralCollateral in accordance with the terms of the First Priority Documents; and (iv) to apply the proceeds of any insurance or condemnation award to the First Priority Obligations in accordance with the terms of the First Priority Documents.

Inspection Rights and Insurance. (a) With respect to each Type of Common Collateral, until Until the First Priority Senior Obligations Payment Datehave been Paid in Full, any First Priority Senior Secured Party and its representatives and invitees may, to the extent expressly permitted by the First Priority Senior Facility Documents, inspect, repossess, remove and otherwise deal with such inspect any Common Collateral, and, pursuant to an Enforcement Action, the First Priority Representative may advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Priority Secured Party or Third Priority Secured Party or liability to any Second Priority Secured Party or Third Priority Secured Party. (b) With respect to each Type of Common Collateral, until Until the First Priority Senior Obligations Payment Datehave been Paid in Full, the First Priority Senior Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor with respect to such Common Collateral (except that, if the applicable insurer permits, the Second Priority Representative and the Third Priority Representative shall have the right to be named as an additional insured so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) Senior Facility Documents to adjust or settle any insurance policy or claim covering such Common Collateral in the event of any loss thereunder; , and (iii) to approve any award granted in any condemnation or similar proceeding affecting such Common Collateral. All proceeds of any such policy and any such award if in respect of the Senior Priority Collateral shall be paid (a) first, before the applicable Senior Obligations are Paid in Full, to the Senior Secured Parties pursuant to the terms of the Senior Facility Documents, (b) second, after the applicable Senior Obligations are Paid in Full, to the Junior Secured Parties pursuant to the terms of the applicable Junior Facility Documents, and (c) third, after the applicable Junior Obligations are Paid in Full, to any excess obligations (if any), then to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If any Junior Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Senior Secured Parties in accordance with the terms of Section 5.1(d).