Common use of New Security Agreements Clause in Contracts

New Security Agreements. i) RCT and HCG II shall have duly executed and delivered to McKesson a security agreement (the “New HCG II/RCT Security Agreement”) in substantially the form of Exhibit B attached hereto granting to McKesson (or confirming the grant to McKesson) of a lien of first priority in certain marketable securities more specifically described therein, which in the aggregate shall have a value of at least $8 million as of the execution and delivery of this Assumption Agreement to McKesson, which stock shall include any such stock previously pledged to McKesson, including under the Bridge Loan Documents, subject to the following: in the event that BioVest becomes a publicly traded company, Accentia shall have the right, so long as no Event of Default has occurred and is continuing, to substitute $10,000,000 million worth of unrestricted BioVest common stock for said marketable securities pledged to McKesson as collateral for the remaining indebtedness owed by Accentia to McKesson. To effect such substitution (and as a further condition to such substitution), Accentia shall have delivered to McKesson a duly executed pledge agreement in form and substance satisfactory to McKesson relating to such stock of BioVest, shall have paid all fees and costs (including attorneys’ fees) associated with documenting the substitution and satisfying the conditions to effectuating the substitution, shall have paid to McKesson any sums payable by HCG II or RCT to McKesson under the terms of the New HCG II/RCT Security Agreement, and shall have taken all steps necessary (including physical delivery of the stock and delivery of stock powers signed in blank) such that upon substitution, McKesson shall have a duly perfected security interest of no less than first priority in all such BioVest stock. Upon the satisfaction of all such conditions, including (but not limited to) that McKesson has a duly perfected security interest of no less than first priority in the common stock of BioVest after BioVest has become a publicly traded company, and provided no Event of Default has occurred, and that McKesson has been reimbursed for all fees and costs (including attorneys’ fees) incurred in connection with such substitution of collateral and the satisfaction of the conditions to substitution, McKesson will release the Pledged Collateral described in this Agreement from the lien in favor of McKesson.