Common use of Inspection Rights and Insurance Clause in Contracts

Inspection Rights and Insurance. (a) Subject to the terms of Section 3.3(b) and Section 5.1, any Senior First Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral in accordance with the terms of the Senior Loan Documents, and the Senior Agent 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 Subordinated Holder or liability to any Subordinated Holder. (b) Until the Senior Indebtedness Payment Date has occurred and, in each case, in accordance with the terms of the Senior Loan Documents, the Senior Agent will have (i) the right, along with the Subordinated Holder Representative, to be named as loss payee under any insurance policies maintained from time to time by any Loan Party; (ii) the exclusive right to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder; and (iii) the exclusive right to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. All such proceeds shall be applied in a manner consistent with this Agreement. With respect to any check or other instrument issued jointly to the Senior Agent and the Subordinated Holder Representative or the Subordinated Holders, the Subordinated Holder Representative and the Subordinated Holders (by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) hereby appoint the Senior Agent and any officer or duly authorized person of the Senior Agent, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Subordinated Holder Representative and the Subordinated Holders and in the name of the Subordinated Holder Representative or the Subordinated Holders or in the Senior Agent’s own name, from time to time, in the Senior Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to endorse, execute and deliver any and all documents and instruments as may be necessary to accomplish the purposes of this paragraph, including, without limitation, any endorsements, assignments, releases or other documents or instruments (which appointment, being coupled with an interest, is irrevocable). Notwithstanding the foregoing, the Senior Agent hereby agrees that, in exercising its rights under this Section 5.3(b), it shall not enter into any settlement agreement binding on the Subordinated Holders or the Subordinated Holder Representative that imposes affirmative obligations on the Subordinated Holders or the Subordinated Holder Representative.

Inspection Rights and Insurance. (a) Subject With respect to each Type of Common Collateral, until the terms of Section 3.3(b) and Section 5.1First Priority Obligations Payment Date, any Senior First Priority Secured Party and its representatives and invitees may at any time 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 Common Collateral in accordance with the terms of the Senior Loan Documents, and the Senior Agent First Priority Representative may advertise and conduct public auctions or private sales of the such Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Subordinated Holder Second Priority Secured Party or Third Priority Secured Party or liability to any Subordinated HolderSecond Priority Secured Party or Third Priority Secured Party. (b) Until the Senior Indebtedness Payment Date has occurred Proceeds of Collateral include insurance proceeds and, in each casetherefore, in accordance with the terms Lien priority shall govern the ultimate disposition of casualty insurance proceeds and business interruption insurance proceeds. To effectuate the Senior foregoing and to the extent provided by the applicable Loan Documents, the ABL Agent, Senior Term Loan Agent will have (i) the right, along with the Subordinated Holder Representative, to be named and Junior Term Loan Agent shall each receive separate lender’s loss payable endorsements naming themselves as loss payee under any insurance policies maintained from time to time by any Loan Party; (ii) the exclusive right to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder; and (iii) the exclusive right to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. All such proceeds shall be applied in a manner consistent with this Agreement. With respect to any check or other instrument issued jointly to the Senior Agent and the Subordinated Holder Representative or the Subordinated Holders, the Subordinated Holder Representative and the Subordinated Holders (by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) hereby appoint the Senior Agent and any officer or duly authorized person of the Senior Agent, with full power of substitutionadditional insured, as their true interests may appear, with respect to policies which insure Collateral hereunder. If any insurance claim includes both ABL Priority Collateral and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Subordinated Holder Representative Term Loan Priority Collateral and the Subordinated Holders insurer will not settle such claim separately with respect to ABL Priority Collateral and Term Loan Priority Collateral, if the ABL Agent, Senior Term Loan Agent and Junior Term Loan Agent are unable after negotiating in good faith to agree on the name of the Subordinated Holder Representative or the Subordinated Holders or in the Senior Agent’s own name, from time to time, in the Senior Agent’s sole discretion, settlement for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to endorse, execute and deliver any and all documents and instruments as may be necessary to accomplish the purposes of this paragraph, including, without limitationsuch claim, any endorsements, assignments, releases or other documents or instruments of them (which appointment, being coupled with an interest, is irrevocable)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. Notwithstanding All proceeds of such insurance shall be remitted to the foregoingextent required by the applicable Loan Documents to the ABL Agent, the Senior Term Loan Agent hereby agrees that, in exercising its rights under this Section 5.3(b), it shall not enter into any settlement agreement binding on the Subordinated Holders or the Subordinated Holder Representative that imposes affirmative obligations on Junior Term Loan Agent, as the Subordinated Holders or case may be, and each of the Subordinated Holder RepresentativeABL Agent, Senior Term Loan Agent and Junior Term Loan Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1 hereof.

Inspection Rights and Insurance. (a) Subject With respect to each Type of Common Collateral, until the terms of Section 3.3(b) and Section 5.1First Priority Obligations Payment Date, any Senior First Priority Secured Party and its representatives and invitees may at any time 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 Common Collateral in accordance with the terms of the Senior Loan Documents, and the Senior Agent First Priority Representative may advertise and conduct public auctions or private sales of the such Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Subordinated Holder Second Priority Secured Party or liability to any Subordinated HolderSecond Priority Secured Party. (b) Until the Senior Indebtedness Payment Date has occurred Proceeds of Common Collateral include insurance proceeds and, in each casetherefore, in accordance with the terms Lien priority shall govern the ultimate disposition of casualty insurance proceeds and business interruption insurance proceeds. To effectuate the Senior foregoing and to the extent provided by the applicable Loan Documents, the Senior ABL Agent, the LC Agent will have (i) and the right, along with the Subordinated Holder Representative, to be named Term Loan Agent shall each receive separate lender’s loss payable endorsements naming themselves as loss payee under and additional insured, as their interests may appear, with respect to policies which insure Common Collateral hereunder. If any insurance policies maintained from time to time by any claim includes both ABL/LC Priority Collateral and Term Loan Party; (ii) Priority Collateral and the exclusive right to adjust or insurer will not settle any insurance policy or such claim covering the Common Collateral in the event of any loss thereunder; and (iii) the exclusive right to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. All such proceeds shall be applied in a manner consistent separately with this Agreement. With respect to any check or other instrument issued jointly to ABL/LC Priority Collateral and Term Loan Priority Collateral, if the Senior ABL/LC Controlling Agent and the Subordinated Holder Representative Term Loan 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 remitted to the extent required by the applicable Loan Documents to the ABL/LC Controlling Agent or the Subordinated HoldersTerm Loan Agent, as the Subordinated Holder Representative case may be, and each of the ABL/LC Controlling Agent and the Subordinated Holders Term Loan Agent shall cooperate (by entering into if necessary) in a reasonable manner in effecting the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) hereby appoint the Senior Agent and any officer or duly authorized person payment of the Senior Agent, insurance proceeds in accordance with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Subordinated Holder Representative and the Subordinated Holders and in the name of the Subordinated Holder Representative or the Subordinated Holders or in the Senior Agent’s own name, from time to time, in the Senior Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to endorse, execute and deliver any and all documents and instruments as may be necessary to accomplish the purposes of this paragraph, including, without limitation, any endorsements, assignments, releases or other documents or instruments (which appointment, being coupled with an interest, is irrevocable). Notwithstanding the foregoing, the Senior Agent hereby agrees that, in exercising its rights under this Section 5.3(b), it shall not enter into any settlement agreement binding on the Subordinated Holders or the Subordinated Holder Representative that imposes affirmative obligations on the Subordinated Holders or the Subordinated Holder Representative4.1 hereof.

Inspection Rights and Insurance. (a) Subject to the terms of Section 3.3(b) and Section 5.1, any Senior Any First Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral in accordance with the terms of the Senior Loan First Priority Documents, and the Senior Agent First 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 Subordinated Holder Second Priority Secured Party or liability to any Subordinated HolderSecond Priority Secured Party; provided that the First Priority Representative shall provide the Second Priority Representative with notice of any sales. (b) Until the Senior Indebtedness First Priority Obligations Payment Date has occurred and, in each case, in accordance with the terms of the Senior Loan Documentsoccurred, the Senior Agent First Priority Representative will have the sole and exclusive right (i) the right, along with the Subordinated Holder Representative, to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan PartyParty (except that the Second Priority Representative shall have the right to be named as additional insured and loss payee so long as its second lien status is identified in a manner satisfactory to the First Priority Representative); (ii) the exclusive right to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunderthereunder in accordance with the terms of the First Priority Documents; and (iii) the exclusive right to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. All such Collateral in accordance with the terms of the First Priority Documents; and (iv) to receive and apply the proceeds shall be applied in a manner consistent with this Agreement. With respect of any insurance (including any proceeds received under any policy of title insurance issued to any check or other instrument issued jointly to Loan Party, the Senior Agent and the Subordinated Holder First Lien Representative or the Subordinated Holders, the Subordinated Holder Second Lien Representative and the Subordinated Holders (by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning relating to any Subordinated Indebtedness)) hereby appoint the Senior Agent and any officer or duly authorized person portion of the Senior Agent, Common Collateral) or condemnation award to the First Priority Obligations in accordance with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead terms of the Subordinated Holder Representative and First Priority Documents. Until the Subordinated Holders and in the name occurrence of the Subordinated Holder Representative or First Priority Obligations Payment Date, any such insurance proceeds that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Subordinated Holders or in First Priority Representative, for the Senior Agent’s own name, from time to timebenefit of the First Priority Secured Parties, in the Senior Agent’s sole discretionsame form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to endorse, execute and deliver any and all documents and instruments as may be necessary to accomplish the purposes of this paragraph, including, without limitation, any endorsements, assignments, releases or other documents or instruments Second Priority Representative (which appointmentauthorization, being coupled with an interest, is irrevocable). Notwithstanding the foregoing, the Senior Agent hereby agrees that, in exercising its rights under this Section 5.3(b), it shall not enter into any settlement agreement binding on the Subordinated Holders or the Subordinated Holder Representative that imposes affirmative obligations on the Subordinated Holders or the Subordinated Holder Representative.

Inspection Rights and Insurance. (a) Subject to Until the terms of Section 3.3(b) and Section 5.1First Lien Obligations Payment Date, any Senior First Priority Lien Secured Party and its representatives and invitees may at any time may, in accordance with the First Lien Documents, inspect, repossess, remove and otherwise deal with the Common Collateral Collateral, and, pursuant to an Enforcement Action, the First Lien Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case without notice (other than any notice required by law) to, the involvement of or interference by any Second Lien Secured Party or Third Lien Secured Party or liability to any Second Lien Secured Party or Third Lien Secured Party. (b) Following the First Lien Obligations Payment Date, any Second Lien Secured Party and its representatives and invitees may, in accordance with the terms of the Senior Loan Second Lien Documents, inspect, repossess, remove and otherwise deal with the Senior Agent Common Collateral, and, pursuant to an Enforcement Action, the Second Lien 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 Subordinated Holder Third Lien Secured Party or liability to any Subordinated HolderThird Lien Secured Party. (bc) Until the Senior Indebtedness First Lien Obligations Payment Date has occurred and, in each case, in accordance with the terms of the Senior Loan DocumentsDate, the Senior Agent First Lien Representative will have the sole and exclusive right (i) the right, along with the Subordinated Holder Representative, to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan PartyParty with respect to the Common Collateral (except that, if the applicable insurer permits and such addition will not result in significant delay or additional cost, the Second Lien Representative or Third Lien 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 Lien Representative and will not otherwise interfere in any material manner with the rights of the First Lien Representative with respect to such policy); (ii) the exclusive right to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder; and (iii) the exclusive right to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. All such proceeds shall be applied in a manner consistent with this Agreement. With respect to any check or other instrument issued jointly to insurance proceeds arising from the Senior Agent and Common Collateral, each of the Subordinated Holder Representative or the Subordinated Holders, the Subordinated Holder Second Lien Representative and the Subordinated Holders (by entering into Third Lien Representative hereby authorizes the Subordinated Debenture Purchase Agreement and/or First Lien Representative to endorse as its agent any check for insurance proceeds on which the Indenture and purchasing the Subordinated Debentures thereunder (Second Lien Representative or otherwise holding or owning any Subordinated Indebtedness)) hereby appoint the Senior Agent and any officer or duly authorized person of the Senior Agent, with full power of substitutionThird Lien Representative, as their true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Subordinated Holder Representative and the Subordinated Holders and in the name of the Subordinated Holder Representative or the Subordinated Holders or in the Senior Agent’s own namecase may be, from time to time, in the Senior Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to endorse, execute and deliver any and all documents and instruments appears as may be necessary to accomplish the purposes of this paragraph, including, without limitation, any endorsements, assignments, releases or other documents or instruments a joint payee (which appointmentauthorization, being coupled with an interest, is irrevocable). Notwithstanding . (d) Following the foregoingFirst Lien Obligations Payment Date, the Senior Agent Second Lien 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 the Common Collateral (except that if the applicable insurer permits, the Third Lien 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 Lien Representative); (ii) to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. With respect to insurance proceeds arising from the Common Collateral, the Third Lien Representative hereby agrees thatauthorizes the First Lien Representative to endorse as its agent any check for insurance proceeds on which the Second Lien Representative or Third Lien Representative, in exercising its rights under this Section 5.3(bas the case may be, appears as a joint payee (which authorization, being coupled with an interest, is irrevocable), it shall not enter into any settlement agreement binding on the Subordinated Holders or the Subordinated Holder Representative that imposes affirmative obligations on the Subordinated Holders or the Subordinated Holder Representative.

Inspection Rights and Insurance. (a) Subject to Until the terms First Lien Obligations have been Paid in Full, upon a default in respect of Section 3.3(b) and Section 5.1any First Lien Obligations, any Senior First Priority Secured Lien Controlling Collateral Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral in accordance with the terms of the Senior Loan DocumentsCollateral, and the Senior Agent First Lien Controlling Collateral Parties may advertise and conduct public auctions or private sales of the Common Collateral, in each case, without the involvement of or interference by any Second Lien Secured Party or any Third Lien Secured Party or liability to any Second Lien Secured Party or any Third Lien Secured Party. (b) To the extent the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, upon a default in respect of any Second Lien Obligations, any Second Lien Controlling Collateral Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Collateral, and the Second Lien Controlling Collateral Parties may advertise and conduct public auctions or private sales of the Collateral, in each case without notice to, the involvement of or interference by any Subordinated Holder Third Lien Secured Party or liability to any Subordinated HolderThird Lien Secured Party. (bc) Until the Senior Indebtedness Payment Date has occurred andFirst Lien Obligations have been Paid in Full, in each case, in accordance with and subject to the terms rights of the Senior Loan Credit Parties under the First Lien Collateral Documents, the Senior Agent First Lien Controlling Collateral Parties will have the sole and exclusive right (i) the right, along with the Subordinated Holder Representative, to be named as loss payee under any insurance policies maintained from time to time by any Loan Party; (ii) the exclusive right to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder; thereunder and (iiiii) the exclusive right to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. All such proceeds . (d) To the extent the First Lien Obligations shall be applied have been Paid in a manner consistent with this Agreement. With respect to any check or other instrument issued jointly Full and so long as the Second Lien Obligations shall not have been Paid in Full, subject to the Senior Agent and the Subordinated Holder Representative or the Subordinated Holders, the Subordinated Holder Representative and the Subordinated Holders (by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) hereby appoint the Senior Agent and any officer or duly authorized person rights of the Senior AgentCredit Parties under the Second Lien Collateral Documents, with full power of substitution, as their true any Second Lien Controlling Collateral Parties will have the sole and lawful attorney-in-fact with full irrevocable power of attorney exclusive right (i) to adjust or settle any insurance policy or claim covering the Collateral in the place event of any loss thereunder and stead of (ii) to approve any award granted in any condemnation or similar proceeding affecting the Subordinated Holder Representative and the Subordinated Holders and in the name of the Subordinated Holder Representative or the Subordinated Holders or in the Senior Agent’s own name, from time to time, in the Senior Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to endorse, execute and deliver any and all documents and instruments as may be necessary to accomplish the purposes of this paragraph, including, without limitation, any endorsements, assignments, releases or other documents or instruments (which appointment, being coupled with an interest, is irrevocable). Notwithstanding the foregoing, the Senior Agent hereby agrees that, in exercising its rights under this Section 5.3(b), it shall not enter into any settlement agreement binding on the Subordinated Holders or the Subordinated Holder Representative that imposes affirmative obligations on the Subordinated Holders or the Subordinated Holder RepresentativeCollateral.

Inspection Rights and Insurance. (a) Subject to the terms of Section 3.3(b) and Section 5.1, any Senior First Priority Secured Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral in accordance with the terms of the Senior Loan Documents, and the Senior Agent 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 Subordinated Holder or liability to any Subordinated Holder. (b) Until the Senior Indebtedness Payment Date has occurred and, in each case, in accordance with the terms of the Senior Loan Documents, the Senior Agent will have (i) the right, along with the Subordinated Holder Representative, to be named as loss payee under any insurance policies maintained from time to time by any Loan Party; (ii) the exclusive right to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder; and (iii) the exclusive right to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. All such proceeds shall be applied in a manner consistent with this Agreement. With respect to any check or other instrument issued jointly to the Senior Agent and the Subordinated Holder Representative or the Subordinated Holders, the Subordinated Holder Representative and the Subordinated Holders (by entering into the Subordinated Debenture Purchase Agreement and/or the Indenture and purchasing the Subordinated Debentures thereunder (or otherwise holding or owning any Subordinated Indebtedness)) hereby appoint the Senior Agent and any officer or duly authorized person of the Senior Agent, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Subordinated Holder Representative and the Subordinated Holders and in the name of the Subordinated Holder Representative or the Subordinated Holders or in the Senior Agent’s own name, from time to time, in the Senior Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to endorse, execute and deliver any and all documents and instruments as may be necessary to accomplish the purposes of this paragraph, including, without limitation, any endorsements, assignments, releases or other documents or instruments (which appointment, being coupled with an interest, is irrevocable). Notwithstanding the foregoing, the Senior Agent hereby agrees that, in exercising its rights under this Section 5.3(b), it shall not enter into any settlement agreement binding on the Subordinated Holders or the Subordinated Holder Representative that imposes affirmative obligations on the Subordinated Holders or the Subordinated Holder Representative.