Common use of Delivery of Instruments, Certificated Securities and Chattel Paper Clause in Contracts

Delivery of Instruments, Certificated Securities and Chattel Paper. (a) Such Grantor shall (i) deliver to Agent, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) to the extent required by Section 5.1(l) of the Credit Agreement, maintain all other Pledged Investment Property in an account that is subject to a Control Agreement. (b) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with this Section 5.1 and in the possession of Agent, such Grantor shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deerfield Private Design Fund III, L.P., as Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit of the Secured Parties), duly indorsed in a manner reasonably satisfactory to Agent. (c) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Agent. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in the case of electronic chattel paper, such Grantor shall cause Agent to have control thereof within the meaning set forth in Section 9-105 of the UCC. In the event that an Event of Default shall have occurred and be continuing, Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

Delivery of Instruments, Certificated Securities and Chattel Paper. (a) Such Grantor shall (i) deliver to AgentAgent (for the benefit of the Secured Parties), in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, together with stock powers or other suitable instruments for transfer, executed in blank, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) to the extent required by Section 5.1(l5.1(k) of the Credit Facility Agreement, maintain all other Pledged Investment Property in an account that is subject to a Control Agreement. No foreign Issuer shall issue certificates of its Stock unless the foregoing provisions of this paragraph are complied with. (b) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with this Section 5.1 and in the possession of Agent, such Grantor shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deerfield Private Design Fund IIIIV, L.P., as Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit of the Secured Parties), duly indorsed in a manner reasonably satisfactory to Agent. (c) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent (for the benefit of the Secured Parties) or, to the extent permitted under (and subject to the terms of) the Intercreditor Agreement and subject to the terms of Section 8.21, the ABL Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen five (155) days Business Days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, arrangement reasonably requested by the issuer of such letter of credit or any nominated person Agent with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation arrangement shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation arrangement shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation arrangement shall be in form and substance reasonably satisfactory to Agent. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in the case of electronic chattel paper, such Grantor shall cause Agent to have control thereof within the meaning set forth in Section 9-105 of the UCC. In the event that an Event of Default shall have occurred and be continuing, Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

Delivery of Instruments, Certificated Securities and Chattel Paper. (a) Such Grantor shall (i) deliver to Agent, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) to the extent required by Section 5.1(l) of the Credit Agreement, maintain all other Pledged Investment Property in an account that is subject to a Control Agreement. (b) If any amount payable in excess of $250,000 in the aggregate payable 1,000,000 under or in connection with any of the Collateral owned by such Grantor shall be or become evidenced by an instrument any Instrument, Certificated Security or tangible chattel paper other than such instrument delivered in accordance with this Section 5.1 and in the possession of AgentChattel Paper, such Grantor Instrument, Certificated Security or Chattel Paper shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject be delivered to the security interest of Deerfield Private Design Fund III, L.P., as Administrative Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit of the Secured Parties), duly indorsed in a manner reasonably satisfactory to Agent. (c) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Agent. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Agentthe Administrative Agent concurrently with the delivery of the Compliance Certificate in respect of the relevant fiscal quarter as required by Section 6.2(b) of the Credit Agreement, to be held as Collateral pursuant to this Agreement and Agreement. (b) On the Closing Date or, in the case of electronic chattel paperany Grantor that becomes a party hereto after the Closing Date, the date on which it signs and delivers its Assumption Agreement, such Grantor will deliver to the Administrative Agent as Collateral hereunder all certificates and instruments representing Pledged Collateral then owned by such Grantor that are not Excluded Collateral. Thereafter, whenever such Grantor acquires any other certificate or instrument representing Pledged Collateral that is not Excluded Collateral, such Grantor will promptly deliver such certificate within seven (7) calendar days to the Administrative Agent as Collateral hereunder. Prior to the discharge of the Convertible Notes, such Grantor shall cause Agent not be required to have control thereof within the meaning set forth in Section 9-105 of the UCC. In the event that an Event of Default shall have occurred and be continuing, Agent shall have the right, at deliver any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any such certificate or instrument representing with respect to Sealy Corporation or evidencing any Pledged Collateral its Subsidiaries to the Administrative Agent to the extent such certificate or any Pledged Investment Property for instrument is in the possession of the collateral agent under the Convertible Notes; provided that on such discharge, all such certificates or instruments shall be promptly delivered within three (3) Business Days to the Administrative Agent. All certificates representing Pledged Collateral, when delivered to the Administrative Agent, will be in suitable form for transfer by delivery, or accompanied by duly executed instruments of smaller transfer or larger denominationsassignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Administrative Agent.

Delivery of Instruments, Certificated Securities and Chattel Paper. Without limiting Section 4.04, each Grantor will (subject to the terms of the Credit Documents) (a) Such Grantor shall (i) deliver to Agentthe Collateral Agent all Collateral that is Investment Property, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) or Payment Intangibles to the extent required by Section 5.1(l) of the Credit Agreement, maintain all other Pledged that such Investment Property or Payment Intangibles are evidenced by a Document, certificate, Instrument, Promissory Note or Chattel Paper (other than, prior to an Event of Default, any Documents, Instruments, Promissory Notes or Chattel Paper in an account that is subject to a Control Agreement. aggregate principal amount not exceeding $1,000,000 individually), and (b) If any amount at all times keep pledged to the Collateral Agent acting on behalf of the Secured Parties pursuant hereto, on a first-priority, perfected basis (subject only to Permitted Liens), a security interest therein and in excess of $250,000 in the aggregate payable under all interest and principal with respect to such Payment Intangibles, and all Proceeds and rights from time to time received by or in connection with any Collateral owned by distributable to such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with this Section 5.1 and in respect of any of the possession of Agentforegoing Collateral. Each Grantor agrees that it will, such Grantor shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deerfield Private Design Fund III, L.P., as Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit terms of the Secured PartiesGuarantee and Collateral Requirements, promptly following receipt thereof, deliver to the Collateral Agent possession of all Collateral consisting of originals of Certificated Securities, negotiable Documents, Instruments, Promissory Notes and Chattel Paper that it acquires on or following the Restatement Effective Date (other than, prior to a Default, any Documents, Instruments, Promissory Notes or Chattel Paper in an aggregate principal amount not exceeding $1,000,000 individually). Any such delivery of Instruments, duly indorsed in Certificated Securities or Chattel Paper to the Collateral Agent shall be accompanied by a manner reasonably satisfactory supplement to Agent. (c) Such Grantor Schedule 1 describing such instruments, which schedule shall be attached hereto as a supplement to Schedule 1 and made a part hereof; provided, that failure to attach any such schedule hereto shall not grant “control” (within affect the meaning validity of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, the issuer pledge of such letter of credit or instruments. Each schedule so delivered shall supplement any nominated person with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Agentprior schedules so delivered. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in the case of electronic chattel paper, such Grantor shall cause Agent to have control thereof within the meaning set forth in Section 9-105 of the UCC. In the event that an Event of Default shall have occurred and be continuing, Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

Delivery of Instruments, Certificated Securities and Chattel Paper. (a) Such Grantor As of the Closing Date, the Grantors shall have delivered to the Administrative Agent originals of all Collateral evidenced by (i) deliver to Agent, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and a Certificated Security or (ii) to an Instrument or Chattel Paper, in the extent required by Section 5.1(l) case of the Credit Agreementthis clause (ii), maintain all other Pledged Investment Property in an account that is subject to with a Control Agreement. (b) If any amount value in excess of $250,000 500,000 individually, except that certain promissory note, dated January 31, 2007 payable to NNN Realty Advisors, Inc. in the aggregate original principal amount of $2,175,000 (the “NNN Note”) for so long as the Group Members are unable to locate the NNN Note. If any amount payable under or in connection with any of the Collateral owned by such Grantor shall be or become evidenced by an instrument any Instrument or tangible chattel paper other than such instrument delivered in accordance Chattel Paper after the Closing Date with this Section 5.1 and in the possession of Agent, such Grantor shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deerfield Private Design Fund III, L.P., as Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit of the Secured Parties), duly indorsed in a manner reasonably satisfactory to Agent. (c) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) value in excess of $250,000 in the aggregate500,000 individually, or by any Certificated Security, such Grantor shall promptlyInstrument, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, the issuer of such letter of credit Certificated Security or any nominated person with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Agent. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor Chattel Paper shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties)Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement Agreement; provided, that, if the aggregate amount of all Instruments and Chattel Paper not delivered pursuant to this sentence shall have a value in excess of $2,500,000, the case Instrument or Chattel Paper with the highest value shall be promptly delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, and, if necessary, additional Instruments and/or Chattel Paper shall be delivered to the Administrative Agent until the aggregate amount of electronic chattel paperall Instruments and Chattel Paper not delivered pursuant to this sentence shall be equal to or less than $2,500,000. If any Group Member shall locate the NNN Note at any time after the Closing Date, such Grantor the Grantors shall cause Agent promptly deliver the NNN Note, duly indorsed in a manner satisfactory to have control thereof within the meaning set forth in Section 9-105 Administrative Agent, to the Administrative Agent. Notwithstanding the foregoing, during the continuance of the UCC. In the event that an Event of Default Default, the Administrative Agent may, in its sole discretion, require all Instruments, Certificated Security or Chattel Paper evidencing any Collateral (irrespective of the value thereof), to be promptly delivered to the Administrative Agent as collateral security for the benefit of itself and the Lender. No Grantor shall have occurred and be continuing, Agent shall have the right, at any time in its discretion and without notice permit any Person (other than a Grantor or the Administrative Agent) to have possession of any GrantorInstrument, to (i) transfer to Certificated Security or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominationsChattel Paper.

Delivery of Instruments, Certificated Securities and Chattel Paper. (a) Such Grantor shall (i) deliver to Agent, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) to the extent required by Section 5.1(l) of the Credit Agreement, maintain all other Pledged Investment Property in an account that is subject to a Control Agreement. (b) If any amount in excess of $250,000 in the aggregate payable under or in connection with any of the Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper (i) any Instrument (other than such instrument delivered (x) checks, drafts or other Instruments that will be promptly deposited in accordance with this Section 5.1 an Investment Account and (y) any Intercompany Obligations) evidencing an amount in excess of $10,000,000, or (ii) any Certificated Security or Certificated Securities (in each case, to the extent included in the possession of AgentCollateral), such Grantor Instrument or Certificated Security shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject be promptly delivered to the security interest of Deerfield Private Design Fund III, L.P., as Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Collateral Agent (for the benefit of the Secured Partiesor its non-fiduciary agent or designee), duly indorsed in a manner reasonably satisfactory to Agent. (c) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Agent. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in any event within ninety (90) days (or such later date as the case Collateral Agent shall reasonably agree) after the date such Grantor receives such Instrument, Chattel Paper or Certificated Security. (b) If any Intercompany Obligation owing to such Grantor in an aggregate principal amount in excess of electronic chattel paper$10,000,000 shall be or become evidenced in writing, such Grantor will, within ninety (90) days (or such longer period as the Collateral Agent may reasonably agree), unless such Intercompany Obligation is subject to the Global Intercompany Note, cause the obligor thereunder to execute and deliver to the Collateral Agent (or its non-fiduciary agent or designee) a promissory note as may be reasonably necessary to reflect such Intercompany Obligation. (c) Upon request by a Grantor, the Collateral Agent (or its non-fiduciary agent or designee) shall cause Agent promptly return any such Instrument, Pledged Note or other promissory note to have control thereof within such Grantor from time to time (x) to the meaning set forth extent necessary for collection in Section 9-105 the ordinary course of such Grantor’s business or (y) in connection with the cancellation or the payment in full of the UCC. In amounts due or performance of the event that an Event of Default shall have occurred and be continuingobligations evidenced by such Instrument, Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to Pledged Note or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominationsother promissory note.

Delivery of Instruments, Certificated Securities and Chattel Paper. Without limiting Section 4.04, each Grantor will (subject to the terms of the Credit Documents and the Orders) (a) Such Grantor shall (i) deliver to Agentthe Collateral Agent all Collateral that is Investment Property, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) or Payment Intangibles to the extent required by Section 5.1(l) of the Credit Agreement, maintain all other Pledged that such Investment Property or Payment Intangibles are evidenced by a Document, certificate, Instrument, Promissory Note or Chattel Paper (other than, prior to an Event of Default, any Documents, Instruments, Promissory Notes or Chattel Paper in an account that is subject to a Control Agreement. aggregate principal amount not exceeding $1,000,000 individually), and (b) If any amount in excess at all times keep pledged to the Collateral Agent acting on behalf of $250,000 the Secured Parties pursuant hereto, on a perfected basis (subject only to Permitted Liens and Liens granted by the Orders) with the priority as set forth in the aggregate payable under Orders, a security interest therein and in all interest and principal with respect to such Payment Intangibles, and all Proceeds and rights from time to time received by or in connection with any Collateral owned by distributable to such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with this Section 5.1 and in respect of any of the possession of Agentforegoing Collateral. Each Grantor agrees that it will, such Grantor shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deerfield Private Design Fund III, L.P., as Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit terms of the Secured PartiesGuarantee and Collateral Requirements, promptly following receipt thereof, deliver to the Collateral Agent possession of all Collateral consisting of originals of Certificated Securities, negotiable Documents, Instruments, Promissory Notes and Chattel Paper that it acquires on or following the Closing Date (other than, prior to a Default, any Documents, Instruments, Promissory Notes or Chattel Paper in an aggregate principal amount not exceeding $1,000,000 individually). Any such delivery of Instruments, duly indorsed in Certificated Securities or Chattel Paper to the Collateral Agent shall be accompanied by a manner reasonably satisfactory supplement to Agent. (c) Such Grantor Schedule 1 describing such instruments, which schedule shall be attached hereto as a supplement to Schedule 1 and made a part hereof; provided, that failure to attach any such schedule hereto shall not grant “control” (within affect the meaning validity of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, the issuer pledge of such letter of credit or instruments. Each schedule so delivered shall supplement any nominated person with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Agentprior schedules so delivered. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in the case of electronic chattel paper, such Grantor shall cause Agent to have control thereof within the meaning set forth in Section 9-105 of the UCC. In the event that an Event of Default shall have occurred and be continuing, Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

Delivery of Instruments, Certificated Securities and Chattel Paper. Without limiting Section 4.04, each Grantor will (a) Such Grantor shall (i) deliver to Agent, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) subject to the extent required by Section 5.1(l) terms of the Credit Agreement) (a) deliver to the Collateral Agent all Collateral that is Investment Property, maintain all other Pledged or Payment Intangibles to the extent that such Investment Property or Payment Intangibles are evidenced by a Document, certificate, Instrument, Promissory Note or Chattel Paper (other than, prior to an Event of Default, any Documents, Instruments, Promissory Notes or Chattel Paper in an account that is subject to a Control Agreement. aggregate principal amount not exceeding $1,000,000 individually), and (b) If any amount at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (subject only to Permitted Liens), a security interest therein and in excess of $250,000 in the aggregate payable under all interest and principal with respect to such Payment Intangibles, and all Proceeds and rights from time to time received by or in connection with any Collateral owned by distributable to such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with this Section 5.1 and in respect of any of the possession of Agentforegoing Collateral. Each Grantor agrees that it will, such Grantor shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deerfield Private Design Fund III, L.P., as Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit terms of the Secured PartiesGuarantee and Collateral Requirements, promptly following receipt thereof, deliver to the Collateral Agent possession of all Collateral consisting of originals of Certificated Securities, negotiable Documents, Instruments, Promissory Notes and Chattel Paper that it acquires on or following the Restatement Effective Date (other than, prior to a Default, any Documents, Instruments, Promissory Notes or Chattel Paper in an aggregate principal amount not exceeding $1,000,000 individually). Any such delivery of Instruments, duly indorsed in Certificated Securities or Chattel Paper to the Collateral Agent shall be accompanied by a manner reasonably satisfactory supplement to Agent. (c) Such Grantor Schedule 1 describing such instruments, which schedule shall be attached hereto as a supplement to Schedule 1 and made a part hereof; provided, that failure to attach any such schedule hereto shall not grant “control” (within affect the meaning validity of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, the issuer pledge of such letter of credit or instruments. Each schedule so delivered shall supplement any nominated person with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Agentprior schedules so delivered. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in the case of electronic chattel paper, such Grantor shall cause Agent to have control thereof within the meaning set forth in Section 9-105 of the UCC. In the event that an Event of Default shall have occurred and be continuing, Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

Delivery of Instruments, Certificated Securities and Chattel Paper. Without limiting Section 4.04, each Grantor will (a) Such Grantor shall (i) deliver to Agent, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) subject to the extent required by Section 5.1(l) terms of the Credit Agreement) (a) deliver to the Collateral Agent all Collateral that is Investment Property, maintain all other Pledged or Payment Intangibles to the extent that such Investment Property or Payment Intangibles are evidenced by a Document, certificate, Instrument, Promissory Note or Chattel Paper (other than, prior to an Event of Default, any Documents, Instruments, Promissory Notes or Chattel Paper in an account that is subject to a Control Agreement. aggregate principal amount not exceeding $1,000,000 individually), and (b) If any amount at all times keep pledged to the Collateral Agent pursuant hereto, on a first-priority, perfected basis (subject only to Permitted Liens), a security interest therein and in excess of $250,000 in the aggregate payable under all interest and principal with respect to such Payment Intangibles, and all Proceeds and rights from time to time received by or in connection with any Collateral owned by distributable to such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with this Section 5.1 and in respect of any of the possession of Agentforegoing Collateral. Each Grantor agrees that it will, such Grantor shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deerfield Private Design Fund III, L.P., as Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit terms of the Secured PartiesGuarantee and Collateral Requirements, promptly following receipt thereof, deliver to the Collateral Agent possession of all Collateral consisting of originals of Certificated Securities, negotiable Documents, Instruments, Promissory Notes and Chattel Paper that it acquires on or following the Closing Date (other than, prior to a Default, any Documents, Instruments, Promissory Notes or Chattel Paper in an aggregate principal amount not exceeding $1,000,000 individually). Any such delivery of Instruments, duly indorsed in Certificated Securities or Chattel Paper to the Collateral Agent shall be accompanied by a manner reasonably satisfactory supplement to Agent. (c) Such Grantor Schedule 1 describing such instruments, which schedule shall be attached hereto as a supplement to Schedule 1 and made a part hereof; provided, that failure to attach any such schedule hereto shall not grant “control” (within affect the meaning validity of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, the issuer pledge of such letter of credit or instruments. Each schedule so delivered shall supplement any nominated person with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Agentprior schedules so delivered. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in the case of electronic chattel paper, such Grantor shall cause Agent to have control thereof within the meaning set forth in Section 9-105 of the UCC. In the event that an Event of Default shall have occurred and be continuing, Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

Delivery of Instruments, Certificated Securities and Chattel Paper. (a) Such Grantor shall (i) deliver to Agent, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) to the extent required by Section 5.1(l) of the Credit Agreement, maintain all other Pledged Investment Property in an account that is subject to a Control Agreement. (b) If any amount in excess of $250,000 in the aggregate payable under or in connection with any of the Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper (i) any Instrument (other than (x) checks, drafts or other Instruments that will be promptly deposited in an Investment Account and (y) any Intercompany Obligations) evidencing an amount in excess of $5,000,000, (ii) any Chattel Paper evidencing an amount in excess of $5,000,000 or (iii) any Certificated Security or Certificated Securities not credited to an investment account (in each case, to the extent included in the Collateral), such instrument Instrument, Chattel Paper or Certificated Security shall be promptly delivered to the Notes Collateral Agent (or the Applicable Collateral Agent as bailee for perfection on behalf of the Notes Collateral Agent in accordance with this Section 5.1 and in the possession of Agent, such Grantor shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deerfield Private Design Fund III, L.P., as Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit of the Secured PartiesPari Passu Intercreditor Agreement), duly indorsed in a manner reasonably satisfactory to Agent. (c) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Pledged Applicable Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, if not the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Agent. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Notes Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Partiesif applicable), duly indorsed in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in any event within thirty (30) Business Days after the case date such Grantor receives such Instrument, Chattel Paper or Certificated Security. (b) If any Intercompany Obligation owing to such Grantor in an aggregate principal amount in excess of electronic chattel paper$5,000,000 shall be or become evidenced in writing, such Grantor shall will, as promptly as practicable, cause the obligor thereunder to execute and deliver to the Notes Collateral Agent to have control thereof within (or the meaning set forth in Section 9-105 Applicable Collateral Agent as bailee for perfection on behalf of the UCC. In Notes Collateral Agent in accordance with the event that Pari Passu Intercreditor Agreement), an Event of Default shall have occurred and amendment or supplement to the Global Intercompany Note as may be continuing, Agent shall have the right, at any time in its discretion and without notice reasonably necessary to any Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominationsreflect such Intercompany Obligation.

Delivery of Instruments, Certificated Securities and Chattel Paper. (a) Such Each Grantor shall agrees to deliver on the Closing Date all Pledged Equity Interests and Pledged Notes owned by it on the Closing Date to the Administrative Agent and with respect to any Pledged Equity Interests and Pledged Notes issued or acquired after the Closing Date, it agrees to deliver or cause to be delivered as promptly as practicable (and in any event, within 45 days after the date of acquisition thereof or such longer period as to which the Administrative Agent may agree in its reasonable discretion) to the Administrative Agent, for the benefit of the Secured Credit Parties, any and all such Pledged Equity Interests (other than any uncertificated securities, but only for so long as such securities remain uncertificated) and Pledged Notes to the extent such Pledged Notes, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to Section 5.1(b). (b) The Grantors will cause any Indebtedness under clauses (a) and (b) of the definition thereof owed to any Grantor by such Person having a principal amount in excess of the Dollar Equivalent of (i) deliver $2,000,000 individually or (ii) when aggregated with all other such Indebtedness for which this clause has not been satisfied, $4,000,000 in the aggregate, to be evidenced by a duly executed promissory note that is pledged and delivered to the Administrative Agent, for the benefit of the Secured Credit Parties, pursuant to the terms hereof; provided that all Intercompany Notes, regardless of amount, shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Credit Parties. (c) Upon delivery to the Administrative Agent, (i) any Pledged Equity Interests shall be accompanied by stock or security powers duly executed in suitable form for blank or other instruments of transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments the Administrative Agent and (C) all certificates by such other instruments and instruments evidencing Pledged Investment Property documents as the Administrative Agent may reasonably request and (ii) to the extent required by Section 5.1(l) all other property comprising part of the Credit AgreementPledged Notes shall be accompanied by proper instruments of assignment or transfer duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request. Each delivery of Pledged Equity Interests and Pledged Notes shall be accompanied by a schedule describing the securities, maintain all other which schedule shall be attached hereto as Schedule 2 and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Investment Property in an account that is subject to a Control AgreementEquity Interests and Pledged Notes. Each schedule so delivered shall supplement any prior schedules so delivered. (bd) If any amount in excess of $250,000 2,000,000 individually, or $4,000,000 in the aggregate payable under or in connection with any of the Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with this Section 5.1 and in the possession of Agentany Chattel Paper, such Grantor Chattel Paper shall notify Agent, and upon the written request of Agent, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject be immediately delivered to the security interest of Deerfield Private Design Fund III, L.P., as Administrative Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit of the Secured Parties), duly indorsed in a manner reasonably satisfactory to Agent. (c) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Agent. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Administrative Agent, to be held as Collateral pursuant to this Agreement Agreement. (e) Any limited liability company and in the case of electronic chattel paper, such any limited partnership controlled by any Grantor shall cause Agent to have control thereof within the meaning set forth in Section 9-105 of the UCC. In the event that an Event of Default shall have occurred and be continuing, Agent shall have the right, at any time in its discretion and without notice to any Grantor, to either (i) transfer to or to register not include in its name operative documents any provision that any Equity Interests in such limited liability company or such limited partnership be a “security” as defined under Article 8 of the UCC or (ii) certificate any Equity Interests in any such limited liability company or such limited partnership; provided that there shall be no such obligation with respect to any Equity Interests that are Excluded Assets under clauses (d), (e), (f), (i) or (j) of the name of its nominees definition thereof, as long as such Equity Interests remain Excluded Assets. To the extent an interest in any Pledged Collateral limited liability company or limited partnership controlled by any Pledged Investment Property Grantor and pledged under Section 3.1 is certificated or becomes certificated, (i) each such certificate shall be delivered to the Administrative Agent, pursuant to Section 5.1(a) and (ii) exchange such Grantor shall fulfill all other requirements under Section 5.1(c) applicable in respect thereof. Each Grantor hereby agrees that if any certificate of the Pledged Equity Interests are at any time not evidenced by certificates of ownership, then each applicable Grantor shall, to the extent permitted by applicable law, (i) if necessary or instrument representing desirable to perfect a security interest in such Pledged Equity Interests, cause such pledge to be recorded on the equityholder register or evidencing the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Collateral or Equity Interests under the terms hereof, and (ii) after the occurrence and during the continuance of any Event of Default, upon request by the Administrative Agent, (A) cause the organization documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Investment Property Equity Interests shall be treated as “securities” for certificates or instruments purposes of smaller or larger denominationsthe UCC and (B) cause such Pledged Equity Interests to become certificated and delivered to the Administrative Agent.

Delivery of Instruments, Certificated Securities and Chattel Paper. (a) Such Grantor shall (i) deliver to Agent, in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) to the extent required by Section 5.1(l) of the Credit Agreement, maintain all other Pledged Investment Property in an account that is subject to a Control Agreement. (b) If any amount in excess of $250,000 in the aggregate payable under or in connection with any of the Collateral owned by such Grantor shall be or become evidenced by an instrument any Instrument, or tangible chattel paper other than such instrument delivered Chattel Paper, in accordance each case, to the extent constituting Collateral, with this Section 5.1 and a face amount equal to or in the possession excess of Agent$250,000, such Grantor shall notify AgentInstrument or Chattel Paper, and upon the written request of Agentin each case, xxxx all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deerfield Private Design Fund III, L.P., as Agent” and, at the written request of Agentextent constituting Collateral, shall promptly deliver such instrument or tangible chattel paper to Agent (be held in trust by the applicable Grantor for the benefit of the Secured Parties), duly indorsed in a manner reasonably satisfactory to Agent. (c) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent. (d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral Administrative Agent and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within fifteen (15) days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual obligation with Agent, the issuer of such letter of credit or any nominated person with respect delivered to the letter-of-credit rights under such letter of credit. Such contractual obligation shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual obligation shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual obligation shall be in form and substance reasonably satisfactory to Administrative Agent. (e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Agentthe Administrative Agent promptly, and in any case, within thirty (30) days after such Chattel Paper or Instrument is issued, executed and/or acquired, to be held as Collateral pursuant to this Agreement (“Chattel Paper/Instruments Perfection Requirements”) provided that the face amount of all Instruments and Chattel Paper, in each case, to the extent constituting Collateral, for which the Chattel Paper/Instruments Perfection Requirements have not been satisfied, shall not exceed $500,000 at any time. (b) With respect to any Certificated Securities included in the Collateral, each Grantor shall deliver to the Administrative Agent the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Administrative Agent or in blank promptly, and in any case, within thirty (30) days after such Certificated Securities are issued to any Grantor or any Grantor otherwise acquires the case of electronic chattel papersame. In addition, such each Grantor shall cause any certificates evidencing any Pledged Equity included in the Collateral, to be similarly delivered to the Administrative Agent regardless of whether such Pledged Equity constitutes Certificated Securities promptly, and in any case, within thirty (30) days after such Pledged Equity is issued to have control thereof within Grantor or Grantor otherwise acquires the meaning same (such perfection requirements in this sentence, together with the perfection requirements in the immediately preceding sentence, the “Certificated Securities Perfection Requirements”). Notwithstanding the foregoing, the delivery requirements set forth in this Section 9-105 of the UCC. In the event that an Event of Default 4.1(b) shall have occurred and be continuing, Agent shall have the right, at any time in its discretion and without notice not apply to any Grantorcertificates evidencing Equity Interests or equity investments valued at less than $250,000 individually, except to the extent the aggregate value of all of such Equity Interests and equity investments, in each case, to the extent constituting Collateral, for which the Certificated Securities Perfection Requirements have not been satisfied exceeds $500,000 (iin which case the delivery requirements under this Section 4.1(b) transfer shall apply to the certificates evidencing all such Equity Interests and equity investments in excess of such aggregate threshold); provided that such exception shall not apply to any certificates evidencing the Equity Interests or to register in its name or equity investments in the name of its nominees any Pledged Collateral or any Pledged Investment Property and Borrower’s Subsidiaries (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominationsto the extent that such Equity Interests and/or equity investments constitute Collateral).