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 Xxxxxxx, 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, 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 an Asset Sale or other sale or 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, if requested by Borrower, enter into customary intercreditor or non-disturbance 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), Borrower shall have used commercially reasonable efforts to negotiate the Permitted Product Agreement without an intercreditor agreement (and shall provide Administrative Agent reasonable documentation of the same).

Administrative Agent under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent on behalf of and for the benefit of Xxxxxxx, 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, 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 an Asset Sale or other sale or 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) shallshall (A) enter into the Senior Lender Intercreditor Agreement, (B) if requested by Borrower, enter into customary intercreditor or non-disturbance agreements, in form and substance reasonably satisfactory to the Administrative Agent, in connection with the entry by Borrower or any Subsidiary into any exclusive outPermitted Product Agreement and (C) in connection with any Permitted Product Agreement in respect of a Product (Non-license Core) solely to the extent required by the applicable licensee to consummate such Permitted Product Agreement on terms that constitutes a 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)(ii9.8(a)(ii)(C), Borrower shall have used commercially reasonable efforts [*] to negotiate the Permitted Product Agreement without an intercreditor agreement 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 [*] to grant to Administrative Agent, on behalf of and for the benefit of Lenders, a 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.

Administrative Agent under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent on behalf of and for the benefit of Xxxxxxx, 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, 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 an Asset Sale a sale or other sale or 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) shallshall (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 Permitted Priority Indebtedness, (B) if requested by Borrower, enter into customary intercreditor or non-disturbance agreements, in form and substance reasonably satisfactory to the Administrative Agent, in connection with the entry by Borrower or any Subsidiary into any exclusive outPermitted Product Agreement and (C) in connection with any Permitted Product Agreement in respect of a Product (Non-license Core) solely to the extent required by the applicable licensee to consummate such Permitted Product Agreement on terms that constitutes a 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)(ii9.8(a)(ii)(C), Borrower shall have used commercially reasonable efforts to negotiate the Permitted Product Agreement without an intercreditor agreement 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 Xxxxxxx, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.510.5 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 an Asset Sale a sale or other sale or 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) shallshall (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 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)(ii9.8(a)(ii)(C), Borrower shall have used commercially reasonable efforts to negotiate the Permitted Product Agreement without an intercreditor agreement 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.