Cash Management (Other Amounts). At all times on or after the Closing Date, whether or not a Cash Dominion Event has occurred and is continuing, the Borrower shall cause all other cash receipts received by the Borrower from any Person or from any source or on account of any sale or transaction, including any payment or prepayment of Obligations hereunder, all proceeds from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of any Collateral (including Inventory), all proceeds received from any equity issuance by, or capital contribution to, the Borrower, and any proceeds of Collateral, in each case other than Excluded Payments and Sales Tax Amounts, to be deposited into the SPE Collection Account (or, if no Cash Dominion Event has occurred and is continuing, an SPE Proceeds Account or the SPE Storage Account).

Cash Management Services Sublimit. As part of the Revolving Line, Borrowers may request, and Bank may provide, Cash Management Services, provided that any amount Bank pays on behalf of a Borrower for any Cash Management Services will be treated as Advances under the Revolving Line.

Financial Covenant – Cash Management. At all times prior to the occurrence of the 2019 Extension Event, Borrower shall maintain at all times, in an account in the name of Borrower and subject to an Account Control Agreement, unrestricted (other than as a result of this covenant) cash in an amount equal to the lesser of # one (1) times the outstanding Secured Obligations of Borrower to Lender or # one hundred percent (100%) of all cash of Borrower and its Subsidiaries (other than cash held in # Excluded Accounts, # accounts maintained by an SPE in the ordinary course or # other accounts in an aggregate amount not in excess of One Hundred Thousand Dollars ($100,000.00)).

Cash Management Services Sublimit. Borrower may use the Revolving Line in an aggregate amount not to exceed the lesser of # Eleven Million Dollars ($11,000,000.00), minus # the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve), and # the lesser of the Revolving Line or the Borrowing Base, minus # the sum of all outstanding principal amounts of any Advances, minus # the aggregate Dollar Equivalent of the face amount of any outstanding Letters of Credit (including drawn but unreimbursed Letters of Credit and any Letter of Credit Reserve) plus # the cash collateral maintained in the CMMA Account, for Bank’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in Bank’s various cash management services agreements (collectively, the “Cash Management Services”). Any amounts Bank pays on behalf of Borrower for any Cash Management Services will be treated as Advances under the Revolving Line and will accrue interest at the interest rate applicable to Advances.

Cash Management (No Cash Dominion Event). At any time that no Cash Dominion Event has occurred and is continuing, on a weekly basis on the Business Day prior to each Scheduled Payment Date commencing on June 17, 2020 or more frequently as directed by the Borrower (and whether or not there are then any outstanding Obligations), after payment of any Pre-Cash Dominion Excluded Amounts pursuant to clause (f)(i) above, all remaining amounts then held in each SPE Proceeds Account at the specified time agreed between the Borrower and the Cash Management Bank where such account is located on such date after giving effect to clause (f)(i) above in excess of a target balance of $1,000,000 per account shall automatically be transferred by ACH or wire transfer to the SPE Storage Account, unless the Borrower has directed the Agent to instead transfer such amounts by ACH or wire transfer to the SPE Collection Account for application on the applicable Waterfall Payment Date in accordance with the Priority of Payments Waterfall set forth in clause (j) below.

Cash Management (Intermediate Cash Dominion Event). At any time when Intermediate Cash Dominion shall have occurred and is continuing, on a weekly basis on the Business Day prior to each Scheduled Payment Date commencing on the Business Day prior to the first Scheduled Payment Date occurring after the commencement of any period of Intermediate Cash Dominion or more frequently as directed by the Borrower (and whether or not there are then any outstanding Obligations), after payment of any Intermediate Cash Dominion Excluded Amounts pursuant to clause (f)(ii) above, all amounts then held in each SPE Proceeds Accounts on such date after giving effect to clause (f)(ii) above in excess of a target balance of $1,000,000 per account at the specified time agreed between the Borrower and the Cash Management Bank where such account is located on such date, shall automatically be transferred by ACH or wire transfer to the SPE Collection Account, and all funds in the SPE Collection Account shall then automatically be transferred by ACH or wire transfer into the Agent Payment Account and all funds received in the Agent Payment Account shall be applied on the applicable Waterfall Payment Date in accordance with the Priority of Payment Waterfall set forth in clause (j) below.

Cash Management (Full Cash Dominion Event). At any time when Full Cash Dominion shall have occurred and is continuing, on a daily basis on each Business Day (and whether or not there are then any outstanding Obligations) commencing on the first Business Day occurring after the commencement of Full Cash Dominion, all amounts then held in the SPE Proceeds Account on such date in excess of a target balance of $1,000,000 per account at the specified time agreed between the Borrower and the Cash Management Bank where such account is located on such date, shall automatically be transferred by ACH or wire transfer to the SPE Collection Account. All amounts in the SPE Collection Account shall then automatically be transferred by ACH or wire transfer into the Agent Payment Account and all funds received in the Agent Payment Account shall be applied first to payment of any Full Cash Dominion Excluded Amounts pursuant to clause (f)(iii) above and thereafter on the applicable Waterfall Payment Date in accordance with the Priority of Payments Waterfall set forth in clause (j) below.

Management. SBL shall procure and maintain a reasonable quantity of the Raw Materials required for the Services in accordance with the MSA and any applicable PSA. ​, the Core Team shall finalize the categorization of the Raw Materials into # Critical Raw Materials, # Customized or Dedicated Raw Materials, and # Other Raw Materials, or such other categorizations as are appropriate, and send the categorization to Client for approval as soon as practicable after the Effective Date. The Parties shall discuss and approve the categorization in accordance with this MSA and any applicable PSA no later than ​ after the receipt of such categorization from SBL. ​. The list of Raw Materials may be amended from time to time, subject to the Parties’ mutual agreement; ​. During Technology Transfer, the Core Team shall agree on estimates for Raw Materials anticipated to be consumed in the Manufacture of each Batch. ​.

Management. Client shall provide, either by itself or through its third party supplier, to SBL free of charge, Client Materials in amounts reasonably necessary to carry out the Services as agreed by the Parties in the applicable PSA. SBL shall make ​ to import the Client Materials to the Republic of Korea in a timely manner, provided that Client provides reasonable assistance. ​ Delivery conditions for the Client Materials shall be ​ (INCOTERMS 2010), provided further that the title to such Client Materials shall remain at all times with the Client. ​. During Technology Transfer, the Core Team shall agree on estimates for Client Material anticipated to be consumed in the Manufacture of each Batch. ​. Both Parties shall agree to joint strategies regarding Client Material safety stock and sourcing from qualified vendors, provided that the strategies shall be reasonable under the industry standard and given the nature of the particular Client Material and its use in the Manufacture Process. ​. ​.

Management. The Parties have established and shall maintain a cross-functional, joint steering committee (the “Joint Steering Committee” or the “JSC”) which shall oversee the research collaboration between the Parties, including Allogeneic CTL Programs, Autologous Programs, and any agreed New Research Programs conducted under this Agreement and the License Agreement.