Common use of Administrative Agent under Collateral Documents and Guaranty Clause in Contracts

Administrative Agent under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent on behalf of and for the benefit of ▇▇▇▇▇▇▇, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5 and without limiting subsection (b) below, without further written consent or authorization from Lenders, Administrative Agent (i) may execute any documents or instruments necessary to (A) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, or (B) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented and (ii) shall (A) enter into an intercreditor agreement, on terms and in form and substance reasonably satisfactory to Administrative Agent with respect to any Permitted Royalty Transaction, and (B) if requested by Borrower, enter into customary non-disturbance agreements or other similar agreements, in form and substance reasonably satisfactory to the Administrative Agent, in connection with the entry by Borrower or any Subsidiary into any Permitted Product Agreement; provided, that prior to or concurrently with making any request pursuant to this Section 9.8(a)(ii)(C), Borrower shall have used commercially reasonable efforts to negotiate the Permitted Product Agreement without a Lien release (and shall provide Administrative Agent reasonable documentation of the same); provided, further that the Administrative Agent, on behalf of and for the benefit of Lenders, will have a first priority security interest in all cash proceeds received or to be received by Borrower or any Subsidiary from such Permitted Product Agreement and Borrower shall use commercially reasonable efforts to grant to Administrative Agent, on behalf of and for the benefit of Lenders, a first priority security in such Permitted Product Agreement.

Administrative Agent under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent on behalf of and for the benefit of ▇▇▇▇▇▇▇, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5 and without limiting subsection (b) below10.5, without further written consent or authorization from Lenders, Administrative Agent (i) may execute any documents or instruments necessary to (A) release any Lien encumbering any item of Collateral that is the subject of a an Asset Sale or other sale or other disposition of assets permitted hereby or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, or (B) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented and (ii) shall (A) enter into an intercreditor agreementshall, on terms and in form and substance reasonably satisfactory to Administrative Agent with respect to any Permitted Royalty Transaction, and (B) if requested by Borrower, enter into customary intercreditor or non-disturbance agreements or other similar agreements, in form and substance reasonably satisfactory to the Administrative Agent, in connection with the entry by Borrower or any Subsidiary into any exclusive out-license that constitutes a Permitted Product Agreement; provided, that prior to or concurrently with making any request pursuant to this Section 9.8(a)(ii)(C9.8(a)(ii), Borrower shall have used commercially reasonable efforts to negotiate the Permitted Product Agreement without a Lien release an intercreditor agreement (and shall provide Administrative Agent reasonable documentation of the same); provided, further that the Administrative Agent, on behalf of and for the benefit of Lenders, will have a first priority security interest in all cash proceeds received or to be received by Borrower or any Subsidiary from such Permitted Product Agreement and Borrower shall use commercially reasonable efforts to grant to Administrative Agent, on behalf of and for the benefit of Lenders, a first priority security in such Permitted Product Agreement.

Administrative Agent under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent on behalf of and for the benefit of ▇▇▇▇▇▇▇, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. In particular, in relation to (i) any Swiss Security Document which provides for a non-accessory security interest (nicht-akzessorische Sicherheit), the Administrative Agent shall enter into, execute, hold, administer and, as the case may be, release and (subject to it having become enforceable) realize any such Swiss Security Document in its own name and on its own behalf and as indirect representative (indirekter Stellvertreter) in its own name but for the benefit of the other Lenders; and (ii) any Swiss Security Document governed by Swiss law which provides for an accessory security interest (akzessorische Sicherheit), the Administrative Agent shall enter into, execute, hold, administer and, as the case may be, release and (subject to it having become enforceable) realize any such Swiss Security Document in its own name and on its own behalf and as direct representative (direkter Stellvertreter) in the name and on behalf of the other Lenders. Subject to Section 10.5 and without limiting subsection (b) below10.5, without further written consent or authorization from Lenders, Administrative Agent (i) may execute any documents or instruments necessary to (A) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, or (B) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented and (ii) shall (A) enter into an intercreditor agreement, on terms and in form and substance reasonably satisfactory to Administrative Agent in its sole discretion, with respect to any Permitted Royalty TransactionPriority Indebtedness, and (B) if requested by Borrower, enter into customary non-disturbance agreements or other similar agreements, in form and substance reasonably satisfactory to the Administrative Agent, in connection with the entry by Borrower or any Subsidiary into any Permitted Product Agreement and (C) in connection with any Permitted Product Agreement in respect of a Product (Non-Core) solely to the extent required by the applicable licensee to consummate such Permitted Product Agreement on terms that are reasonably acceptable to Borrower, release its security interest in the Intellectual Property Rights directly relating to such Product(s), excluding any Product (Core) Intellectual Property Right) subject to such Permitted Product Agreement; provided, that prior to or concurrently with making any request pursuant to this Section 9.8(a)(ii)(C), Borrower shall have used commercially reasonable efforts to negotiate the Permitted Product Agreement without a Lien release (and shall provide Administrative Agent reasonable documentation of the same); provided, further that the Administrative Agent, on behalf of and for the benefit of Lenders, will have a first priority First Priority security interest in all cash proceeds received or to be received by Borrower or any Subsidiary from such Permitted Product Agreement and Borrower shall use commercially reasonable efforts to grant to Administrative Agent, on behalf of and for the benefit of Lenders, a first priority First Priority security in such Permitted Product Agreement.

Administrative Agent under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent on behalf of and for the benefit of ▇▇▇▇▇▇▇, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5 and without limiting subsection (b) below10.5, without further written consent or authorization from Lenders, Administrative Agent (i) may execute any documents or instruments necessary to (A) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, or (B) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented and (ii) shall (A) enter into an intercreditor agreement, on terms and in form and substance reasonably satisfactory to the Administrative Agent in its sole discretion, with respect to any Permitted Royalty Transaction, and (B) if requested by Borrower, enter into customary acknowledgement and/or non-disturbance agreements or other similar agreements, in form and substance reasonably satisfactory to the Administrative Agent, in connection with the entry by Borrower or any Subsidiary into any Permitted Product Agreement and (C) in connection with any Permitted Product Agreement entered into after the Closing Date that is an exclusive out-license with respect of a Product (Non-Core) or Product (Pending), solely to the extent required by the applicable licensee to consummate such Permitted Product Agreement; provided, that conditionally release its security interest in the Intellectual Property Rights directly relating to such Product (Non-Core) or Product (Pending) (provided that, in no event shall any Product (Core) Intellectual Property Rights or Product (Material) Intellectual Property Rights be released at any time), subject to the following conditions: (1) prior to or concurrently with making any request pursuant to this Section 9.8(a)(ii)(C)release becoming effective, Borrower and Administrative Agent (on behalf of the Lenders) shall have used commercially reasonable efforts agree in writing on the precise scope of any such release; (2) Borrower shall first attempt to negotiate consummate the Permitted Product Agreement without a any change to the existing Lien release (and and, if unsuccessful, Borrower shall provide Administrative Agent reasonable documentation then attempt to subordinate the Lien to the rights of the same)applicable licensee, in each case, prior to requesting a conditional release of the Lien; providedand (3) in the event such Permitted Product Agreement is terminated, no longer enforceable or in effect, or the applicable licensee consents, the conditional release, if applicable, shall terminate automatically and, immediately upon such termination or consent and with no further that action by any party, the Administrative Agent’s security interest shall reattach to all applicable assets released under this Section 9.8(a)(ii)(C). Nothing in this Section 9.8(a) shall limit, on behalf of and for impair, or release the benefit of Lenders, will have a first priority Administrative Agent’s First Priority security interest in all cash proceeds received or to be received by Borrower or any Subsidiary of its Subsidiaries from such Permitted Product Agreement Agreement, and Borrower shall use commercially its reasonable best efforts to grant to Administrative Agent, on behalf of and for the benefit of Lenders, a first priority First Priority security interest in such Permitted Product Agreement.

Administrative Agent under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent on behalf of and for the benefit of ▇▇▇▇▇▇▇, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5 and without limiting subsection (b) below10.5, without further written consent or authorization from Lenders, Administrative Agent (i) may execute any documents or instruments necessary to (A) release any Lien encumbering any item of Collateral that is the subject of a sale an Asset Sale or other sale, transfer or disposition of assets permitted hereby under the Loan Documents or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, or (B) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented and (ii) shall (A) enter into an intercreditor agreementshall, on terms and in form and substance reasonably satisfactory to Administrative Agent with respect to any Permitted Royalty Transaction, and (B) if requested by Borrower, enter into customary non-disturbance agreements or other similar agreementsagreement, in each case, in form and substance reasonably satisfactory to the Administrative Agent, in connection with the entry by Borrower or any Subsidiary into any Permitted Product Agreement and enter into an Acceptable Intercreditor Agreement in ​ - 120 - ​ ​ ​ connection with a Permitted Royalty Monetization Transaction or any intercreditor agreement reasonably acceptable to the Administrative Agent in connection with any ABL Facility permitted under this Agreement; provided, that prior to or concurrently with making any request pursuant to . Without limiting the generality of this Section 9.8(a)(ii)(Cclause (a), Borrower shall have used commercially reasonable efforts in relation to negotiate the Permitted Product Agreement without a Lien release any Collateral Documents (and shall provide Administrative Agent reasonable documentation of the sameSwiss); provided, further that the Administrative Agent, is hereby authorized to and shall (i) hold and administer any non-accessory Collateral (nicht-akzessorische Sicherheit) governed by Swiss law as indirect representative (indirekter Stellvertreter) in its own name but on behalf of and for the benefit of Lendersthe Secured Parties, will have a first priority security interest and (ii) hold and administer any accessory Collateral (akzessorische Sicherheit) governed by Swiss law for itself and as direct representative (direkter Stellvertreter) in all cash proceeds received or to be received by Borrower or any Subsidiary from such Permitted Product Agreement the name and Borrower shall use commercially reasonable efforts to grant to Administrative Agent, on behalf of the Secured Parties. In relation to any Collateral Documents (Swiss) under which security of an accessory nature (akzessorische Sicherheit) is granted each present and future Secured Party (other than the Administrative Agent) hereby appoints and authorizes the Administrative Agent to do all acts in the name and for the benefit account of Lenderssuch Secured Party as its direct representative (direkter Stellvertreter), a first priority including, without limitation, (i) to accept and execute and hold, administer and, if necessary, enforce the Collateral granted under any of the Collateral Documents (Swiss), (ii) to agree to amendments, restatements, confirmations and other alterations of such Collateral Documents (Swiss), (iii) to effect any release of the security in under, and the termination of, any such Permitted Product AgreementCollateral Document (Swiss), and (iv) to exercise such other rights, powers, authorities and discretions granted to the Administrative Agent hereunder or under the relevant Collateral Document (Swiss).

Administrative Agent under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent on behalf of and for the benefit of ▇▇▇▇▇▇▇, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5 and without limiting subsection (b) below10.5, without further written consent or authorization from Lenders, Administrative Agent (i) may execute any documents or instruments necessary to (A) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets an Asset Sale permitted hereby or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented, or (B) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented and (ii) shall (A) enter into an intercreditor agreementthe Senior Lender Intercreditor Agreement, on terms and in form and substance reasonably satisfactory to Administrative Agent with respect to any Permitted Royalty Transaction, and (B) if requested by Borrower, enter into customary non-disturbance agreements or other similar agreements, in form and substance reasonably satisfactory to the Administrative Agent, in connection with the entry by Borrower or any Subsidiary into any Permitted Product Agreement and (C) in connection with any Permitted Product Agreement in respect of a Product (Non-Core) solely to the extent required by the applicable licensee to consummate such Permitted Product Agreement on terms that are reasonably acceptable to Borrower, release its security interest in the Intellectual Property Rights directly relating to such Product(s), excluding any Product (Core) Intellectual Property Right, but including, if necessary, any applicable Platform Intellectual Property necessary or material to the research, development, use or Commercialization of any Product (Non-Core)) subject to such Permitted Product Agreement; provided, that prior to or concurrently with making any request pursuant to this Section 9.8(a)(ii)(C), Borrower shall have used commercially reasonable efforts [*] to negotiate the Permitted Product Agreement without a Lien release (and shall provide Administrative Agent reasonable documentation of the same); provided, further that the Administrative Agent, on behalf of and for the benefit of Lenders, will have a first priority First Priority security interest in all cash proceeds received or to be received by Borrower or any Subsidiary from such Permitted Product Agreement and Borrower shall use commercially reasonable efforts [*] to grant to Administrative Agent, on behalf of and for the benefit of Lenders, a first priority First Priority security in such Permitted Product Agreement. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.