Common use of Security Interest; Agency Clause in Contracts

Security Interest; Agency. As collateral security for Company's obligations to Lender under the Loan Agreement and the other loan documents described therein, Company hereby grants to Lender a present and continuing security interest in (a) the Lockbox and the Lockbox Account, (b) all contract rights and privileges in respect of the Lockbox or the Lockbox Account, and (c) all cash, checks, money orders and other items of value of Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, "Receipts"), and all proceeds of the foregoing, and Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, of Lender's security interest in such collateral. Lender hereby appoints Bank as Lender's bailee and pledgee-in-possession for the Lockbox, Lockbox Account and all Receipts, and Bank hereby accepts such appointment and agrees to be bound by the terms of this Agreement. Company hereby agrees to such appointment and further agrees that Bank, on behalf of Lender, shall be entitled to exercise, upon the written instructions of Lender, any and all rights which Lender may have under the Loan Agreement, the other loan documents described therein or under applicable law with respect to the Lockbox, Lockbox Account, all Receipts and all other collateral described in this paragraph 2.

Security Interest; Agency. As collateral security for Company's ’s obligations to Lender Purchaser under the Loan Debenture and Securities Purchase Agreement and the other loan documents delivered by Company and Parent and described thereintherein (collectively, “Transaction Documents”), Company hereby grants to Lender Purchaser a present and continuing security interest in (a) the Lockbox and the Lockbox Blocked Account, (b) all contract rights rights, claims and privileges in respect of the Lockbox or the Lockbox Account, Blocked Account and (c) all cash, checks, money orders and other items of value of Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, "“Receipts"”), and all proceeds . Bank hereby acknowledges notice of the foregoing, and Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, of Lender's Purchaser’s security interest in such collateralcollateral and does hereby consent thereto. Lender Purchaser hereby appoints Bank as Lender's Purchaser’s bailee and pledgee-in-possession for the Lockbox, Lockbox Blocked Account and all Receipts, and Bank hereby accepts such appointment and agrees to o be bound by the terms of this AgreementAgreement and all instructions delivered by Purchaser to Bank pursuant hereto. Company hereby agrees to such appointment and further agrees that Bank, on behalf of Lender, Purchaser shall be entitled to exercise, upon the written instructions of LenderPurchaser to Bank hereunder, any and all rights which Lender Company may have under with respect to the Loan Agreement, the other loan documents described therein Blocked Account or under applicable law with respect to the Lockbox, Lockbox Blocked Account, all Receipts and all other collateral described in this paragraph 2.

Security Interest; Agency. As collateral security for Company's obligations to Lender Creditor under the Loan Letter of Credit Agreement and the other loan documents Letter of Credit Documents described therein, Company hereby grants to Lender Creditor a present and continuing security interest in (a) the Lockbox and the Lockbox Blocked Account, (b) all contract rights rights, claims and privileges in respect of the Lockbox or the Lockbox Blocked Account, and (c) all cash, checks, money orders and other items of value of Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, "Receipts"), and all proceeds of the foregoing, and Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, notice of LenderCreditor's security interest in such collateralcollateral and does hereby consent thereto; provided, that Bank makes no representation or warranty as to the value, perfection, priority or enforceability of such security interest. Lender Creditor hereby appoints Bank as LenderCreditor's bailee and pledgee-in-possession for the Lockbox, Lockbox Blocked Account and all Receipts, and Bank hereby accepts such appointment and agrees to be bound by the terms of this Agreement. Company hereby agrees to such appointment and further agrees that Bank, on behalf of LenderCreditor, shall be entitled to exercise, upon the written instructions of LenderCreditor, any and all rights which Lender Creditor may have under the Loan Letter of Credit Agreement, the other loan documents Letter of Credit Documents described therein or under applicable law with respect to the Lockbox, Lockbox Blocked Account, all Receipts and all other collateral described in this paragraph 2.

Security Interest; Agency. As collateral security for Company's obligations to Lender under the Loan Agreement and the other loan documents described therein, Company hereby grants to Lender a present and continuing security interest in (a) The Company has granted, and does ------------------------- hereby grant, to the Lockbox Lender a continuing lien upon, and the Lockbox Accountsecurity interest in, (b) all contract rights right, title and privileges in respect interest of the Lockbox or the Lockbox AccountCompany in and to all funds, and (c) all cashitems, checksinstruments, money orders investments, securities and other items things of value of Company now or hereafter at any time paid, deposited, credited, credited or held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof each Account (collectively, the "ReceiptsACCOUNT COLLATERAL"), and all proceeds of the foregoing, and Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, of Lender's security interest in such collateral. . (b) The Lender hereby appoints the Bank as the Lender's bailee and pledgee-in-in- possession for the Lockbox, Lockbox Account Accounts and all Receiptsof the Account Collateral, and the Bank by its execution and delivery of this Agreement hereby accepts such appointment and agrees to be bound by the terms of this Agreement. The Company hereby agrees to such appointment of the Bank and further agrees that the Bank, on behalf of the Lender, shall be entitled to exercise, upon the written instructions of the Lender or the Servicer, acting in its capacity as agent on behalf of the Lender, any and all rights which the Lender may have under or in connection with the Loan Credit Agreement, all promissory notes, all agreements pursuant to which security interests and liens are granted to the other loan documents described therein Lender or under applicable law with respect to the Lockbox, Lockbox Account, all Receipts Accounts and all other collateral Account collateral. Upon written notice (a "Company Default Notice") from the Lender or the Servicer to the Bank of the occurrence of an Event of Default under the Credit Agreement, the Bank shall take such action, without any cost or expense to the Bank, as from time to time shall be specified in writing from the Lender, or the Servicer, acting in its capacity as agent on behalf of the Lender, to enable the Lender to exercise its rights and remedies with respect to the lien and security interest described in this paragraph 2Section 3. --------- (c) The Lender and the Servicer have entered into certain financing arrangements with the Collateral Agent, and certain other financial institutions on whose behalf the Collateral Agent is authorized to act (the "FINANCING"). As part of the Financing, the Lender has granted to the Collateral Agent a continuing lien upon, and security interest in, all of the Lender's interests in the property of the Company, including, without limitation, all of the Lender's interest in the Accounts and the Account Collateral. The Collateral Agent holds its lien and security interest described in this Section 3 on behalf of certain --------- other "SECURED CREDITORS" (as such term is defined in the various agreements evidencing the Financing) and as such, acts as the contractual representative for such Secured Creditors. Any other provision of this Agreement to the contrary notwithstanding, each of the Lender, the Servicer and the Company hereby authorize the Bank after it has received notice from the Collateral Agent that an Event of Termination has occurred under the Financing, to take such action, without any cost or expense to the Bank, as shall from time to time thereafter be specified in writing by the Collateral Agent to enable the Collateral Agent to exercise its rights and remedies with respect to the lien and security interest granted to the Collateral Agent as part of the Financing, provided that such action is not in contravention of Section 4 of this - Agreement. (d) Any other provision of this Agreement to the contrary notwithstanding, each of the Lender, the Servicer, the Company and the Bank hereby agree that after the Bank has received notice from the Collateral Agent that an "EVENT OF TERMINATION" under the Financing has occurred (i) any instructions given to the Bank by the Collateral Agent shall supersede those given by the Lender or the Servicer acting on the Lender's behalf and (ii) the Bank shall not comply with any instructions given by the Lender or the Servicer unless otherwise authorized to do so by the Collateral Agent.

Security Interest; Agency. As collateral security for Company's ’s and Parent’s obligations to Lender Purchaser under the Loan Debenture and Securities Purchase Agreement and the other loan documents delivered by Company and Parent and described thereintherein (collectively, “Transaction Documents”), Company hereby grants to Lender Purchaser a present and continuing security interest in (a) the Lockbox and the Lockbox Collateral Account, (b) all contract rights rights, claims and privileges in respect of the Lockbox or the Lockbox Account, Collateral Account and (c) all cash, checks, money orders and other items of value of Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank Bank, Purchaser or any agent, bailee or custodian thereof (collectively, "“Receipts"”), and all proceeds . Bank hereby acknowledges notice of the foregoing, and Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, of Lender's Purchaser’s security interest in such collateralcollateral and does hereby consent thereto. Lender Purchaser hereby appoints Bank as Lender's Purchaser’s bailee and pledgee-in-possession for the Lockbox, Lockbox Collateral Account and all Receipts, and Bank hereby accepts such appointment and agrees to o be bound by the terms of this AgreementAgreement and all instructions delivered by Purchaser to Bank pursuant hereto. Company hereby agrees to such appointment and further agrees that Bank, on behalf of Lender, Purchaser shall be entitled to exercise, upon the written instructions of Lender, exercise any and all rights which Lender may have under with respect to the Loan Agreement, the other loan documents described therein Collateral Account or under applicable law with respect to the Lockbox, Lockbox Collateral Account, all Receipts and all other collateral described in this paragraph 2. Company shall notify each account debtor of each account receivable of Company to remit all payments on account thereof solely to the Company and the Company shall collect and deposit all such payments solely to the Collateral Account within five business days of their receipt by the Company.

Security Interest; Agency. As collateral security for all obligations of the Company to the Agent and the Lenders now or hereafter existing under the Company's obligations to Lender under Guaranty, whether for principal, interest, fees, expenses or otherwise, the Loan Agreement and the other loan documents described therein, Company hereby grants to Lender the Agent, for its own benefit and the ratable benefit of the Lenders, a present and continuing security interest in (a) the Lockbox and the Lockbox AccountPledged Accounts, (b) all contract rights rights, claims and privileges in respect of the Lockbox or the Lockbox AccountPledged Accounts, and (c) all cash, checks, money orders orders, instruments, all investment property and other items of value of the Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, the Bank or any agent, bailee or custodian 143 thereof (collectively, "Receipts"), and all proceeds of the foregoing, and the Bank acknowledges that this Agreement constitutes notice, in accordance with notice of the Uniform Commercial Code, of LenderAgent's security interest in such collateralcollateral and does hereby consent thereto. Lender The Agent hereby appoints the Bank as Lenderthe Agent's bailee and pledgee-in-possession for the Lockbox, Lockbox Account Pledged Accounts and all Receipts, and the Bank hereby accepts such appointment and agrees to be bound by the terms of this Agreement. The Company hereby agrees to such appointment and further agrees that the Bank, on behalf of Lenderthe Agent, shall be entitled to exercise, upon the written instructions of Lenderthe Agent (without any further consent from the Company), any and all rights which Lender the Agent may have under the Loan Guaranty, the Credit Agreement, the other loan documents Loan Documents described therein or under applicable law with respect to the Lockbox, Lockbox AccountPledged Accounts, all Receipts and all other collateral described in this paragraph 2; provided, that the Agent and the Company acknowledge that the Bank shall not be obligated to exercise any such rights which the Agent may have except as specifically required under this Agreement. The Bank agrees to comply with instructions originated by the Agent directing disposition of the funds in the Pledged Accounts without further consent by the Company.

Security Interest; Agency. As collateral security for Company's ’s obligations to Lender Purchaser under the Loan Debenture and Securities Purchase Agreement and the other loan documents delivered by Company, Corcell and Rainmakers and described thereintherein (collectively, “Transaction Documents”), Company hereby grants to Lender Purchaser a present and continuing security interest in (a) the Lockbox and the Lockbox Blocked Account, (b) all contract rights rights, claims and privileges in respect of the Lockbox or the Lockbox Account, Blocked Account and (c) all cash, checks, money orders and other items of value of Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, "“Receipts"”), and all proceeds . Bank hereby acknowledges notice of the foregoing, and Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, of Lender's Purchaser’s security interest in such collateralcollateral and does hereby consent thereto. Lender Purchaser hereby appoints Bank as Lender's Purchaser’s bailee and pledgee-in-possession for the Lockbox, Lockbox Blocked Account and all Receipts, and Bank hereby accepts such appointment and agrees to o be bound by the terms of this AgreementAgreement and all instructions delivered by Purchaser to Bank pursuant hereto. Company hereby agrees to such appointment and further agrees that Bank, on behalf of Lender, Purchaser shall be entitled to exercise, upon the written instructions of LenderPurchaser to Bank hereunder, any and all rights which Lender Company may have under with respect to the Loan Agreement, the other loan documents described therein Blocked Account or under applicable law with respect to the Lockbox, Lockbox Blocked Account, all Receipts and all other collateral described in this paragraph 2.

Security Interest; Agency. As collateral security for Company's ’s obligations to Lender the Agent, the Lenders, the Board and the Supplemental Guarantor under the Loan Agreement and the other loan documents Loan Documents described therein, Company hereby grants to Lender Agent, for the benefit of itself, the Lenders, the Board and the Supplemental Guarantor, a present and continuing security interest in (a) the Lockbox and the Lockbox AccountBlocked Accounts, (b) all contract rights and privileges in respect of the Lockbox or the Lockbox AccountBlocked Accounts, and (c) all cash, checks, money orders and other items of value of Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, "“Receipts"”), and all proceeds of the foregoing, and Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, of Lender's Agent’s security interest in such collateral. Lender Agent hereby appoints Bank as Lender's Agent’s bailee and pledgee-in-possession for the Lockbox, Lockbox Account Blocked Accounts and all Receipts, and Bank hereby accepts such appointment and agrees to be bound by the terms of this Agreement. Company hereby agrees to such appointment and further agrees that Bank, on behalf of LenderAgent, shall be entitled to exercise, upon the written instructions of LenderAgent, any and all rights which Lender Agent may have under the Loan Agreement, the other loan documents Loan Documents described therein or under applicable law with respect to the Lockbox, Lockbox AccountBlocked Accounts, all Receipts and all other collateral described in this paragraph 2section.

Security Interest; Agency. As collateral security for Company's obligations to Lender the Purchasers, the Administrative Agent and certain other Persons under the Loan Purchase Agreement and the other loan documents described thereinRelated Documents, the Company hereby grants to Lender the Administrative Agent (for the benefit of the Purchasers and itself) a present and continuing security interest in (a) the Lockbox and the Lockbox each Blocked Account, (b) all contract rights rights, claims and privileges in respect of the Lockbox or the Lockbox each Blocked Account, and (c) all cash, monies, checks, money orders orders, instruments and other items of value of Company or the Originator now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, "ReceiptsRECEIPTS"), and all proceeds of the foregoing, and the Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, of Lenderthe Administrative Agent's security interest in such collateralcollateral and does hereby consent thereto. Lender The Administrative Agent hereby appoints Bank as Lenderthe Administrative Agent's bailee and pledgee-in-possession for the Lockbox, Lockbox Account Blocked Accounts and all Receipts, and Bank hereby accepts such appointment and agrees to be bound by the terms of this Agreement. Company hereby agrees to such appointment and further agrees that Bank, on behalf of LenderAdministrative Agent, shall be entitled to exercise, upon the written instructions of LenderAdministrative Agent, any and all rights which Lender Administrative Agent may have under the Loan Purchase Agreement, the other loan documents described therein Related Documents or under applicable law with respect to the Lockbox, Lockbox AccountBlocked Accounts, all Receipts and all other collateral described in this paragraph 2Section 4.

Security Interest; Agency. As collateral security for Company's obligations to Lender Purchasers under the Loan Debentures and Securities Purchase Agreement and the other loan documents delivered by Company and described therein, Company hereby grants to Lender Agent, as agent for the Purchasers, a present and continuing security interest in (a) the Lockbox and the Lockbox Blocked Account, (b) all contract rights rights, claims and privileges in respect of the Lockbox or the Lockbox Account, Blocked Account and (c) all cash, checks, security entitlements, financial assets, investment property, money orders and other items of value of Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, "Receipts"), and all proceeds . Bank hereby acknowledges notice of the foregoing, and Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, of LenderAgent's security interest in such collateralcollateral and does hereby consent thereto. Lender hereby appoints Bank as Lender's bailee and pledgee-in-possession for the Lockbox, Lockbox Account and all Receipts, and Bank hereby accepts such appointment and agrees to be bound by the terms of this AgreementAgreement and all instructions delivered by Agent to Bank pursuant hereto. Company hereby agrees to such appointment and further agrees that Bank, on behalf of Lender, Agent shall be entitled to exercise, upon the written instructions of LenderAgent to Bank pursuant to the terms of this Agreement, any and all rights which Lender Company may have under with respect to the Loan Agreement, the other loan documents described therein Blocked Account or under applicable law with respect to the Lockbox, Lockbox Blocked Account, all Receipts and all other collateral described in this paragraph 2.

Security Interest; Agency. As collateral security for Company's Borrower’s obligations to Lender Agent and Lenders under the Loan Credit Agreement and the other loan documents described therein, Borrower and Company hereby grants grant to Lender Agent, for its own benefit and the ratable benefit of Lenders, a present and continuing security interest in (a) the Lockbox and the Lockbox Account, (b) all contract rights rights, claims and privileges in respect of the Lockbox or the Lockbox Account, and (c) all cash, checks, money orders and other items of value of Borrower and Company now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, Bank or any agent, bailee or custodian thereof (collectively, "“Receipts"”), and all proceeds of the foregoing, and Bank acknowledges that this Agreement constitutes notice, in accordance with the Uniform Commercial Code, notice of Lender's Agent’s security interest in such collateralcollateral and does hereby consent thereto. Lender Agent hereby appoints Bank as Lender's Agent’s bailee and pledgee-in-possession for the Lockbox, Lockbox Account and all Receipts, and Bank hereby accepts such appointment and agrees to be bound by the terms of this Agreement. Borrower and Company hereby agrees agree to such appointment and further agrees agree that Bank, on behalf of LenderAgent, shall be entitled to exercise, upon the written instructions of LenderAgent, any and all rights which Lender Agent may have under the Loan Credit Agreement, the other loan documents described therein or under applicable law with respect to the Lockbox, Lockbox Account, all Receipts and all other collateral described in this paragraph 2.