Term Facility Priority Collateral definition
Examples of Term Facility Priority Collateral in a sentence
Consistent with the definition of “Access Period,” access rights will apply to differing parcels or items of Term Facility Priority Collateral at differing times, in which case, a differing Access Period will apply to each such parcel or items.
The Term Facility Agent agrees that any of the Intellectual Property constituting Term Facility Priority Collateral that is sold, transferred or otherwise disposed of by the Term Facility Agent (whether pursuant to an Enforcement Action or otherwise) prior to the License Expiration Date will be subject to the rights of the Revolving Facility Agent as set forth in this Section 3.4.
In addition, if the Revolving Facility Agent, or any agent or representative of the Revolving Facility Agent, or any receiver, shall obtain possession or physical control of any of the Term Facility Priority Collateral in connection with an Enforcement Action, then the Revolving Facility Agent shall promptly notify the Term Facility Agent that the Revolving Facility Agent is exercising its access rights under this Agreement and its rights under Section 3.4 under either circumstance.
The proceeds of any Term Facility Priority Collateral (as defined in the Intercreditor Agreement) in connection with an Asset Sale permitted by the terms of Section 8.4 of the Term Loan Agreement shall be segregated in a separate deposit account designated by Borrower to Agent.
Until the Term Facility Obligations Payment Date, the Revolving Facility Agent agrees, on behalf of itself and the other Revolving Facility Secured Parties, that none of them will seek relief from the automatic stay or from any other stay in any Insolvency Proceeding or take any action in derogation thereof, in each case in respect of any Term Facility Priority Collateral, without the prior written consent of the Term Facility Agent.
The Revolving Facility Agent, on behalf of itself and the other Revolving Facility Secured Parties, agrees that each of them shall take such actions as the Term Facility Agent shall reasonably request in connection with the exercise by the Term Facility Secured Parties of their rights set forth herein in respect of the Term Facility Priority Collateral.
The Revolving Facility Agent and the Term Facility Agent shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of Term Facility Agent to show the Term Facility Priority Collateral to prospective purchasers and to ready the Term Facility Priority Collateral for sale.
During any pertinent Access Period, the Revolving Facility Agent and its agents, representatives and designees shall have an irrevocable, non-exclusive right to have access to, and a rent-free (with respect to the rights of the Term Facility Agent but not with respect to the rights of any third parties) right to use, the relevant parcel or item of the Term Facility Priority Collateral for the purposes described above.
Upon the occurrence of the Term Facility Obligations Payment Date and the Revolving Facility Obligations Payment Date, any remaining proceeds of Term Facility Priority Collateral shall be distributed to the Borrower.