Common use of Private Placements Clause in Contracts

Private Placements. (a) The Trustee shall, at the written direction of the Grantor or its Investment Manager, settle trades for Private Placements with cash held in the Trust Accounts pending receipt of the original evidence of indebtedness or ownership of such private placements or other Assets in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered for a period following the Trustee’s withdrawal of such cash). The Grantor or its Investment Manager shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments of transfer as may be required by the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereon, in the Trust Accounts for the benefit of the Beneficiary in accordance with the terms hereof. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor to the Beneficiary and the Trustee that the settlement procedures set forth in the applicable investment documentation is acceptable to the Grantor and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected in complying with the written directions of the Grantor or its Investment Manager under this Section 6(a), and the Trustee shall have no responsibility to take action to compel the delivery of any original evidence of indebtedness or ownership of any Private Placement to be provided hereunder. The Beneficiary and the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified under the agreement evidencing or affecting the Private Placement. (b) Private Placements shall be held in registered form but shall not be re- (c) For the purpose of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing to make payments in any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior or simultaneous delivery from its counterparties of an amount in U.S. dollars equal to or greater than the amount of the funds transferred from the Trust Accounts. Such release and prior or simultaneous receipt of funds shall be treated as a “substitution” for purposes of this Agreement. The Grantor shall give the Beneficiary prior written notice of each such substitution. For the avoidance of doubt, following the delivery by the Beneficiary to the Trustee of a Triggering Event Notice or a Recapture Event Notice, each such substitution shall require the Beneficiary’s prior written consent. The Trustee shall not have any duty or responsibility to determine that adequate funds have been received in the Trust Accounts in connection with a substitution contemplated by this paragraph. (d) With respect to all Private Placements held hereunder, the Grantor shall, unless otherwise agreed in writing to the contrary: (i) Cause the issuer of any Private Placement to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income in respect of such Private Placement and advise the Trustee in a certificate of the amount to be received and if such amount relates to a particular loan document, the identity of such loan document; (ii) Direct the Trustee to present for payment on the date and at the address specified therein the Private Placements specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Private Placements as the Trustee may receive; (iii) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; and (iv) Cause the issuer to deposit with the Trustee to be held hereunder such additional Private Placements or rights as may be issued with respect to any Private Placements credited to the Trust Accounts hereunder. (e) Pursuant to DTCC requirements, the Grantor shall be responsible to hold all bond powers related to Private Placements that are to be re-registered in the name of the Grantor until such time as the re-registration is completed. At such time, the bond power must be delivered by the Grantor directly to DTCC for deposit in the Trustee’s vault along with all necessary identifying information in order to match such bond power with the related Private Placement. The Trustee shall not be responsible to maintain any log or to otherwise track the subsequent receipt of a bond power related to any such re-registered Private Placement; provided that as between the Grantor and the Beneficiary, if such bond power is not delivered to DTCC for the relevant Private Placement upon its re-registration, such Private Placement shall be deemed to have a value of zero in the Trust Account.

Private Placements. (a) The Trustee shallSubject to the terms of this Agreement, at the written direction Voting Trust and Divestiture Agreement, the Certificate of Incorporation, the Bylaws and the right of first refusal in favor of the Grantor Company described below in this Section 11, the Foundation shall have the right at all times to sell shares of Registrable Securities in one or more private placements (the "Private Placement Securities") to qualified investors provided that the Foundation provides written notice to the Company at least forty-five (45) Business Days prior to making any such proposed private placement advising the Company of the terms and conditions of such proposed private placement (the "Private Placement Notice"), and provided further that the consummation of such proposed private placement would not cause any Person to Beneficially Own any shares of Common Stock in excess of the Ownership Limit applicable to such Person. The Private Placement Notice shall contain the identity of the proposed private placement purchaser, the price at which the Private Placement Securities shall be sold to the proposed private placement purchaser, the number of Private Placement Securities to be sold to the proposed private placement purchaser, and all other material terms and conditions of the proposed private placement. Following its Investment Manager, settle trades for Private Placements with cash held in the Trust Accounts pending receipt of the original evidence Private Placement Notice, the Company shall have the right, but not the obligation (the "Private Placement Option"), exercisable by providing written notice thereof (the "Private Placement Option Notice") to the Foundation within thirty (30) Business Days, to purchase all (but not less than all) of indebtedness or ownership of such private placements or other Assets the Private Placement Securities on the same terms and conditions contained in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered for a period following the Trustee’s withdrawal of such cash)Private Placement Notice. The Grantor or its Investment Manager Private Placement Option Notice shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments state the number of transfer as may be required by Private Placement Securities that the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereon, in the Trust Accounts for the benefit of the Beneficiary in accordance with the terms hereof. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor Company shall purchase pursuant to the Beneficiary and Private Placement Option, the Trustee that the settlement procedures set forth in the applicable investment documentation is acceptable to the Grantor and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected in complying with the written directions of the Grantor or its Investment Manager under this Section 6(a)aggregate purchase price therefor, and the Trustee shall have no responsibility to take action to compel closing date of the delivery Company's purchase of any original evidence of indebtedness or ownership of any the Private Placement to be provided hereunderSecurities, which shall take place no later than sixty (60) days after the date of the Private Placement Option Notice. The Beneficiary and Company shall pay for the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified under the agreement evidencing or affecting Securities that it shall purchase pursuant to the Private Placement. (b) Private Placements shall be held in registered form but shall not be re- (c) For Placement Option at the purpose closing thereof by wire transfer of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing immediately available funds to make payments in any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior or simultaneous delivery from its counterparties of an amount in U.S. dollars equal to or greater than the amount of the funds transferred from the Trust Accounts. Such release and prior or simultaneous receipt of funds shall be treated as a “substitution” for purposes of this Agreement. The Grantor shall give the Beneficiary prior written notice of each such substitution. For the avoidance of doubt, following the delivery bank account designated by the Beneficiary to the Trustee of a Triggering Event Notice or a Recapture Event Notice, each such substitution shall require the Beneficiary’s prior written consent. The Trustee shall not have any duty or responsibility to determine that adequate funds have been received in the Trust Accounts in connection with a substitution contemplated by this paragraph. (d) With respect to all Private Placements held hereunder, the Grantor shall, unless otherwise agreed in writing to the contrary: (i) Cause the issuer of any Private Placement to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income in respect of such Private Placement and advise the Trustee in a certificate of the amount to be received and if such amount relates to a particular loan document, the identity of such loan document; (ii) Direct the Trustee to present for payment on the date and at the address specified therein the Private Placements specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Private Placements as the Trustee may receive; (iii) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; and (iv) Cause the issuer to deposit with the Trustee to be held hereunder such additional Private Placements or rights as may be issued with respect to any Private Placements credited to the Trust Accounts hereunder. (e) Pursuant to DTCC requirements, the Grantor shall be responsible to hold all bond powers related to Private Placements that are to be re-registered in the name of the Grantor until such time as the re-registration is completedFoundation. At such timeclosing, the bond power must Foundation shall deliver to the Company a certificate or certificates representing the number of Private Placement Securities, free and clear of all liens, claims, security interests and other encumbrances. The Company shall be delivered by entitled to receive customary representations and warranties from the Grantor directly Foundation regarding such sale of Private Placement Securities (including representations regarding good title to DTCC for deposit such shares free and clear of all liens, claims, security interests and other encumbrances). If the Company shall elect not to exercise the Private Placement Option, the Foundation may sell the Private Placement Securities identified in the Trustee’s vault along with Private Placement Notice at the time and subject to all necessary identifying information in order to match such bond power with of the related Private Placement. The Trustee shall not be responsible to maintain any log or to otherwise track the subsequent receipt of a bond power related to any such re-registered Private Placement; provided that as between the Grantor terms and the Beneficiary, if such bond power is not delivered to DTCC for conditions contained in the relevant Private Placement upon its re-registration, such Private Placement shall be deemed to have a value of zero in the Trust AccountNotice.

Private Placements. (a) The Trustee shallLinens will use its reasonable best efforts to cooperate with and assist the CVS Holders, at the written direction of the Grantor or its Investment Manager, settle trades for Private Placements with cash held in the Trust Accounts pending receipt of the original evidence of indebtedness or ownership of such private placements or other Assets in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered for a period following the Trustee’s withdrawal of such cash). The Grantor or its Investment Manager shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments of transfer as may be required by the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereontheir request, in the Trust Accounts marketing by the CVS Holders, at any time and from time to time prior to December 20 45 (b) Linens shall be responsible for all expenses incurred in connection with such co-operation, assistance and marketing efforts contemplated by Section 3.1(a), including, without limitation, (1) the fees, disbursements and expenses of Linens' counsel and accountants in connection therewith, (2) all expenses in connection with the preparation and printing of all Selling Materials and amendments and supplements thereto and the mailing and delivering of copies thereof to any placement agents and other intermediaries, (3) the cost of preparing and printing or producing any agreements with placement agents or other intermediaries involved in such private placement transaction and any blue sky or legal investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of the securities to be disposed of, (4) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, including the fees and disbursements of counsel for the benefit placement agents or other intermediaries or the CVS Holders of securities in connection with such qualification and in connection with any blue sky and legal investment surveys, (5) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such transaction, (6) all security engraving and security printing expenses, (7) all fees and expenses payable in connection with the rating of such securities, (8) any other fees and disbursements of placement agents or other intermediaries customarily paid by the issuers of securities, but excluding placement or selling fees and commissions and transfer taxes, if any, (9) the costs and expenses of Linens relating to analyst or investor presentations or any "road show" undertaken in connection with the marketing of any such securities, and (10) other reasonable out-of-pocket expenses of CVS Holders in connection therewith. Notwithstanding the foregoing, (i) each CVS Holder and Linens shall be responsible for its own internal administrative and similar costs, and (ii) each CVS Holder shall be responsible for the legal fees and expenses of its own counsel in connection with any marketing efforts requested by a CVS Holder pursuant to Section 3.1. (c) Linens agrees to indemnify and hold harmless each CVS Holder and each person, if any, who controls each CVS Holder within the meaning of either Section 15 of the Beneficiary Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in accordance connection with defending or investigating any such action or claim) insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement of a material fact contained in any such Selling Materials or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the terms hereofstatements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to a CVS Holder furnished to Linens in writing by a CVS Holder expressly for use therein. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor CVS agrees to indemnify and hold harmless Linens and each person who so controls Linens to the Beneficiary same extent as the foregoing indemnity by Linens of the CVS Holders and persons so controlling the Trustee that the settlement CVS Holders but only with reference to information relating to a CVS Holder furnished to Linens in writing by a CVS Holder expressly for use therein. The provisions and procedures set forth in Section 2.7(c) shall apply in the applicable investment documentation is acceptable to case of any indemnification claim made under the Grantor and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected in complying with the written directions foregoing provisions of the Grantor or its Investment Manager under this Section 6(a3.1(c), and the Trustee shall have no responsibility to take action to compel the delivery of any original evidence of indebtedness or ownership of any Private Placement to be provided hereunder. The Beneficiary and the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified under the agreement evidencing or affecting the Private Placement. (b) Private Placements shall be held in registered form but shall not be re- (c) For the purpose of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing to make payments in any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior or simultaneous delivery from its counterparties of an amount in U.S. dollars equal to or greater than the amount of the funds transferred from the Trust Accounts. Such release and prior or simultaneous receipt of funds shall be treated as a “substitution” for purposes of this Agreement. The Grantor shall give the Beneficiary prior written notice of each such substitution. For the avoidance of doubt, following the delivery by the Beneficiary to the Trustee of a Triggering Event Notice or a Recapture Event Notice, each such substitution shall require the Beneficiary’s prior written consent. The Trustee shall not have any duty or responsibility to determine that adequate funds have been received in the Trust Accounts in connection with a substitution contemplated by this paragraph. (d) With respect To the extent that indemnification under Section 3.1(c) is unavailable for any reason or insufficient to all Private Placements held hereunderhold any indemnified party harmless, the Grantor shall, unless otherwise agreed in writing indemnifying party will contribute to the contrary: (i) Cause amount paid or payable by the issuer of any Private Placement indemnified party, in such proportion as is appropriate to deposit with reflect the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income in respect of such Private Placement and advise the Trustee in a certificate relative fault of the amount to be received and if such amount relates to a particular loan document, the identity of such loan document; (ii) Direct the Trustee to present for payment indemnifying party or parties on the date one hand and at of the address specified therein indemnified party or parties on the Private Placements specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Private Placements as the Trustee may receive; (iii) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect hand in connection with the collection of bond and note coupons; and statements or omissions that resulted in the losses, claims, damages or liabilities (iv) Cause the issuer to deposit with the Trustee such relative fault to be held hereunder determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Linens or by a CVS Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such additional Private Placements statement or rights as may be issued with respect to any Private Placements credited to the Trust Accounts hereunderomission). (e) Pursuant to DTCC requirements, Nothing contained in this Article III and no performance by Linens of its obligations under this Article III shall in any way limit or reduce the Grantor shall be responsible to hold all bond powers related to Private Placements that are to be re-registered in the name rights of the Grantor until such time as the re-registration is completed. At such time, the bond power must be delivered by the Grantor directly to DTCC for deposit in the Trustee’s vault along with all necessary identifying information in order to match such bond power with the related Private Placement. The Trustee shall not be responsible to maintain any log Holder under Article II or to otherwise track the subsequent receipt any other provision of a bond power related to any such re-registered Private Placement; provided that as between the Grantor and the Beneficiary, if such bond power is not delivered to DTCC for the relevant Private Placement upon its re-registration, such Private Placement shall be deemed to have a value of zero in the Trust Account.Appendix A.

Private Placements. (a) The Trustee shall, at the written direction Borrower recognizes that Dyax may be unable to effect a public sale of any or all of the Grantor or its Investment Manager, settle trades for Private Placements with cash held Pledged Securities by reason of certain prohibitions contained in the Trust Accounts pending receipt federal securities laws and applicable state or foreign securities law, but may resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Dyax shall be under no obligation to delay a sale of any of the original evidence Pledged Securities for the period of indebtedness or ownership time necessary to permit the issuer of such private placements or other Assets in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered securities to register such securities for a period following the Trustee’s withdrawal of such cash). The Grantor or its Investment Manager shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments of transfer as may be required by the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereon, in the Trust Accounts for the benefit of the Beneficiary in accordance with the terms hereof. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor to the Beneficiary and the Trustee that the settlement procedures set forth in the applicable investment documentation is acceptable to the Grantor and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected in complying with the written directions of the Grantor or its Investment Manager under this Section 6(a), and the Trustee shall have no responsibility to take action to compel the delivery of any original evidence of indebtedness or ownership of any Private Placement to be provided hereunder. The Beneficiary and the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified public sale under the agreement evidencing federal securities law, or affecting under applicable state securities law, even if the Private Placementissuer would agree to do so. (b) Private Placements shall The Borrower further agrees to use commercially reasonable efforts to do or cause to be held in registered form but shall not done all such other acts and things (other than effect the registration of the Pledged Securities under applicable federal, state or foreign laws) as may be re- (c) For the purpose of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing necessary to make payments in such sale or sales of any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior portion or simultaneous delivery from its counterparties of an amount in U.S. dollars equal to or greater than the amount all of the funds transferred from Pledged Securities valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Trust Accounts. Such release and prior or simultaneous receipt of funds shall be treated as a “substitution” for purposes of this AgreementBorrower's expense. The Grantor shall give the Beneficiary prior written notice of each such substitution. For the avoidance of doubt, following the delivery by the Beneficiary to the Trustee of Borrower further agrees that a Triggering Event Notice or a Recapture Event Notice, each such substitution shall require the Beneficiary’s prior written consent. The Trustee shall not have any duty or responsibility to determine that adequate funds have been received in the Trust Accounts in connection with a substitution contemplated by this paragraph. (d) With respect to all Private Placements held hereunder, the Grantor shall, unless otherwise agreed in writing to the contrary: (i) Cause the issuer breach of any Private Placement of the covenants contained in this Section 8 will cause irreparable injury to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income Dyax, and that Dyax will have no adequate remedy at law in respect of such Private Placement breach and, as a consequence, agrees that each and advise the Trustee every covenant contained in a certificate of the amount to be received and if such amount relates to a particular loan document, the identity of such loan document; (ii) Direct the Trustee to present for payment on the date and at the address specified therein the Private Placements specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Private Placements as the Trustee may receive; (iii) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; and (iv) Cause the issuer to deposit with the Trustee to be held hereunder such additional Private Placements or rights as may be issued with respect to any Private Placements credited to the Trust Accounts hereunder. (e) Pursuant to DTCC requirements, the Grantor this Section 8 shall be responsible to hold all bond powers related to Private Placements that are to be re-registered in specifically enforceable against the name of the Grantor until such time as the re-registration is completed. At such time, the bond power must be delivered by the Grantor directly to DTCC for deposit in the Trustee’s vault along with all necessary identifying information in order to match such bond power with the related Private Placement. The Trustee shall not be responsible to maintain any log or to otherwise track the subsequent receipt of a bond power related to any such re-registered Private Placement; provided that as between the Grantor and the Beneficiary, if such bond power is not delivered to DTCC for the relevant Private Placement upon its re-registration, such Private Placement shall be deemed to have a value of zero in the Trust AccountBorrower.

Private Placements. (a) The Trustee shallSubject to the terms of this Agreement, at the written direction Voting Trust and Divestiture Agreement, the Articles of Incorporation, the Bylaws and the right of first refusal in favor of the Grantor Company described below in this Section 11, the Holders shall have the right at all times to sell shares of Registrable Securities in one or more private placements (the "Private Placement Securities") to qualified investors PROVIDED that the Holders provide written notice to the Company at least forty-five (45) Business Days prior to making any such proposed private placement advising the Company of the terms and conditions of such proposed private placement (the "Private Placement Notice"), and PROVIDED FURTHER that the consummation of such proposed private placement would not cause any Person to Beneficially Own any shares of Common Stock in excess of the Ownership Limit applicable to such Person. The Private Placement Notice shall contain the identity of the proposed private placement purchaser, the price at which the Private Placement Securities shall be sold to the proposed private placement purchaser, the number of Private Placement Securities to be sold to the proposed private placement purchaser, and all other material terms and conditions of the proposed private placement. Following its Investment Manager, settle trades for Private Placements with cash held in the Trust Accounts pending receipt of the original evidence Private Placement Notice, the Company shall have the right, but not the obligation (the "Private Placement Option"), exercisable by providing written notice thereof (the "Private Placement Option Notice") to the Holders within thirty (30) Business Days, to purchase all (but not less than all) of indebtedness or ownership of such private placements or other Assets the Private Placement Securities on the same terms and conditions contained in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered for a period following the Trustee’s withdrawal of such cash)Private Placement Notice. The Grantor or its Investment Manager Private Placement Option Notice shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments state the number of transfer as may be required by Private Placement Securities that the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereon, in the Trust Accounts for the benefit of the Beneficiary in accordance with the terms hereof. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor Company shall purchase pursuant to the Beneficiary and Private Placement Option, the Trustee that the settlement procedures set forth in the applicable investment documentation is acceptable to the Grantor and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected in complying with the written directions of the Grantor or its Investment Manager under this Section 6(a)aggregate purchase price therefor, and the Trustee shall have no responsibility to take action to compel closing date of the delivery Company's purchase of any original evidence of indebtedness or ownership of any the Private Placement to be provided hereunderSecurities, which shall take place no later than sixty (60) days after the date of the Private Placement Option Notice. The Beneficiary and Company shall pay for the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified under the agreement evidencing or affecting Securities that it shall purchase pursuant to the Private Placement. (b) Private Placements shall be held in registered form but shall not be re- (c) For Placement Option at the purpose closing thereof by wire transfer of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing immediately available funds to make payments in any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior or simultaneous delivery from its counterparties of an amount in U.S. dollars equal to or greater than the amount of the funds transferred from the Trust Accounts. Such release and prior or simultaneous receipt of funds shall be treated as a “substitution” for purposes of this Agreement. The Grantor shall give the Beneficiary prior written notice of each such substitution. For the avoidance of doubt, following the delivery bank account designated by the Beneficiary to the Trustee of a Triggering Event Notice or a Recapture Event Notice, each such substitution shall require the Beneficiary’s prior written consent. The Trustee shall not have any duty or responsibility to determine that adequate funds have been received in the Trust Accounts in connection with a substitution contemplated by this paragraph. (d) With respect to all Private Placements held hereunder, the Grantor shall, unless otherwise agreed in writing to the contrary: (i) Cause the issuer of any Private Placement to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income in respect of such Private Placement and advise the Trustee in a certificate of the amount to be received and if such amount relates to a particular loan document, the identity of such loan document; (ii) Direct the Trustee to present for payment on the date and at the address specified therein the Private Placements specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Private Placements as the Trustee may receive; (iii) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; and (iv) Cause the issuer to deposit with the Trustee to be held hereunder such additional Private Placements or rights as may be issued with respect to any Private Placements credited to the Trust Accounts hereunder. (e) Pursuant to DTCC requirements, the Grantor shall be responsible to hold all bond powers related to Private Placements that are to be re-registered in the name of the Grantor until such time as the re-registration is completedHolders. At such timeclosing, the bond power must Holders shall deliver to the Company a certificate or certificates representing the number of Private Placement Securities, free and clear of all liens, claims, security interests and other encumbrances. The Company shall be delivered by entitled to receive customary representations and warranties from the Grantor directly Holders regarding such sale of Private Placement Securities (including representations regarding good title to DTCC for deposit such shares free and clear of all liens, claims, security interests and other encumbrances). If the Company shall elect not to exercise the Private Placement Option, the Holders may sell the Private Placement Securities identified in the Trustee’s vault along with Private Placement Notice at the time and subject to all necessary identifying information in order to match such bond power with of the related Private Placement. The Trustee shall not be responsible to maintain any log or to otherwise track the subsequent receipt of a bond power related to any such re-registered Private Placement; provided that as between the Grantor terms and the Beneficiary, if such bond power is not delivered to DTCC for conditions contained in the relevant Private Placement upon its re-registration, such Private Placement shall be deemed to have a value of zero in the Trust AccountNotice.

Private Placements. (a) The Trustee shall, at the written direction Borrower recognizes that Asthmatx may be unable to effect a public sale of any or all of the Grantor or its Investment Manager, settle trades for Private Placements with cash held Pledged Securities by reason of certain prohibitions contained in the Trust Accounts pending receipt federal securities laws and applicable state or foreign securities law, but may resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Asthmatx shall be under no obligation to delay a sale of any of the original evidence Pledged Securities for the period of indebtedness or ownership time necessary to permit the issuer of such private placements or other Assets in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered securities to register such securities for a period following the Trustee’s withdrawal of such cash). The Grantor or its Investment Manager shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments of transfer as may be required by the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereon, in the Trust Accounts for the benefit of the Beneficiary in accordance with the terms hereof. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor to the Beneficiary and the Trustee that the settlement procedures set forth in the applicable investment documentation is acceptable to the Grantor and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected in complying with the written directions of the Grantor or its Investment Manager under this Section 6(a), and the Trustee shall have no responsibility to take action to compel the delivery of any original evidence of indebtedness or ownership of any Private Placement to be provided hereunder. The Beneficiary and the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified public sale under the agreement evidencing federal securities law, or affecting under applicable state securities law, even if the Private Placementissuer would agree to do so. (b) Private Placements shall The Borrower further agrees to use commercially reasonable efforts to do or cause to be held in registered form but shall not done all such other acts and things (other than effect the registration of the Pledged Securities under applicable federal, state or foreign laws) as may be re- (c) For the purpose of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing necessary to make payments in such sale or sales of any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior portion or simultaneous delivery from its counterparties of an amount in U.S. dollars equal to or greater than the amount all of the funds transferred from Pledged Securities valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Trust Accounts. Such release and prior or simultaneous receipt of funds shall be treated as a “substitution” for purposes of this AgreementBorrower’s expense. The Grantor shall give the Beneficiary prior written notice of each such substitution. For the avoidance of doubt, following the delivery by the Beneficiary to the Trustee of Borrower further agrees that a Triggering Event Notice or a Recapture Event Notice, each such substitution shall require the Beneficiary’s prior written consent. The Trustee shall not have any duty or responsibility to determine that adequate funds have been received in the Trust Accounts in connection with a substitution contemplated by this paragraph. (d) With respect to all Private Placements held hereunder, the Grantor shall, unless otherwise agreed in writing to the contrary: (i) Cause the issuer breach of any Private Placement of the covenants contained in this Section 13 will cause irreparable injury to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income Asthmatx, and that Asthmatx will have no adequate remedy at law in respect of such Private Placement breach and, as a consequence, agrees that each and advise the Trustee every covenant contained in a certificate of the amount to be received and if such amount relates to a particular loan document, the identity of such loan document; (ii) Direct the Trustee to present for payment on the date and at the address specified therein the Private Placements specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Private Placements as the Trustee may receive; (iii) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; and (iv) Cause the issuer to deposit with the Trustee to be held hereunder such additional Private Placements or rights as may be issued with respect to any Private Placements credited to the Trust Accounts hereunder. (e) Pursuant to DTCC requirements, the Grantor this Section 13 shall be responsible to hold all bond powers related to Private Placements that are to be re-registered in specifically enforceable against the name of the Grantor until such time as the re-registration is completed. At such time, the bond power must be delivered by the Grantor directly to DTCC for deposit in the Trustee’s vault along with all necessary identifying information in order to match such bond power with the related Private Placement. The Trustee shall not be responsible to maintain any log or to otherwise track the subsequent receipt of a bond power related to any such re-registered Private Placement; provided that as between the Grantor and the Beneficiary, if such bond power is not delivered to DTCC for the relevant Private Placement upon its re-registration, such Private Placement shall be deemed to have a value of zero in the Trust AccountBorrower.

Private Placements. TSIA has made available to the Company true and correct copies of the Subscription Agreements. As of the date of this Agreement, the Subscription Agreements (a) The Trustee shallare in full force and effect without amendment or modification, at (b) are the written direction valid, binding and enforceable obligations of the Grantor TSIA (or its Investment Managerapplicable Affiliate) and, settle trades for Private Placements with cash held to the Knowledge of TSIA, each other party thereto (except, in the Trust Accounts pending receipt of the original evidence of indebtedness or ownership of such private placements or other Assets in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered for a period following the Trustee’s withdrawal of such cash). The Grantor or its Investment Manager shall execute and deliver and keep currentany case, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments of transfer as may be required limited by the applicable issuerBankruptcy and Equity Exception) and take all such further actions as the Trustee (c) have not been withdrawn, terminated or the Beneficiary may reasonably request rescinded in order to deposit and maintain all such any respect. The Private Placements, together with the amount in the TSIA Trust Account at the Closing, will be in the aggregate sufficient to enable TSIA to pay all cash amounts required to be paid by TSIA under or in connection with this Agreement, including the Outstanding Company Expenses and Outstanding TSIA Expenses. There are no other Contracts between TSIA and any income or distributions thereonSubscriber relating to any Subscription Agreement, in that would reasonably be expected to affect the Trust Accounts for the benefit obligations of the Beneficiary in accordance with Subscribers to contribute to TSIA the terms hereof. Any investment directed by applicable portion of the Grantor or its Investment Manager will constitute a certification by the Grantor to the Beneficiary and the Trustee that the settlement procedures Private Placements set forth in the applicable investment documentation is acceptable Subscription Agreements, and, to the Grantor and directed hereunderKnowledge of TSIA, upon which direction the Grantor and the Beneficiary agree the Trustee no facts or circumstances exist that may conclusively rely. The Trustee shall reasonably be fully protected expected to result in complying with the written directions any of the Grantor conditions set forth in any Subscription Agreement not being satisfied, or its Investment Manager the Private Placements not being available to TSIA, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of TSIA under this Section 6(a), and the Trustee shall have no responsibility to take action to compel the delivery any material term or condition of any original evidence Subscription Agreement and, as of indebtedness the date hereof, TSIA has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or ownership condition of any Private Placement Closing to be provided hereunder. The Beneficiary and the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified under the agreement evidencing or affecting the Private Placement. (b) Private Placements shall be held in registered form but shall not be re- (c) For the purpose of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing to make payments satisfied by it contained in any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior or simultaneous delivery from its counterparties of an amount in U.S. dollars equal to or greater than the amount of the funds transferred from the Trust Accounts. Such release and prior or simultaneous receipt of funds shall be treated as a “substitution” for purposes of this Subscription Agreement. The Grantor shall give Subscription Agreements contain all of the Beneficiary prior written notice of each such substitution. For conditions precedent (other than the avoidance of doubt, following conditions contained in this Agreement or the delivery by the Beneficiary Transaction Documents) to the Trustee of a Triggering Event Notice or a Recapture Event Notice, each such substitution shall require the Beneficiary’s prior written consent. The Trustee shall not have any duty or responsibility to determine that adequate funds have been received in the Trust Accounts in connection with a substitution contemplated by this paragraph. (d) With respect to all Private Placements held hereunder, the Grantor shall, unless otherwise agreed in writing to the contrary: (i) Cause the issuer of any Private Placement to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income in respect of such Private Placement and advise the Trustee in a certificate obligations of the amount Subscribers to be received and if such amount relates contribute to a particular loan document, TSIA the identity applicable portion of such loan document; (ii) Direct the Trustee to present for payment on the date and at the address specified therein the Private Placements specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Private Placements as the Trustee may receive; (iii) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; and (iv) Cause the issuer to deposit with the Trustee to be held hereunder such additional Private Placements or rights as may be issued with respect to any Private Placements credited to the Trust Accounts hereunder. (e) Pursuant to DTCC requirements, the Grantor shall be responsible to hold all bond powers related to Private Placements that are to be re-registered set forth in the name of Subscription Agreements on the Grantor until such time as the re-registration is completed. At such time, the bond power must be delivered by the Grantor directly to DTCC for deposit in the Trustee’s vault along with all necessary identifying information in order to match such bond power with the related Private Placement. The Trustee shall not be responsible to maintain any log or to otherwise track the subsequent receipt of a bond power related to any such re-registered Private Placement; provided that as between the Grantor and the Beneficiary, if such bond power is not delivered to DTCC for the relevant Private Placement upon its re-registration, such Private Placement shall be deemed to have a value of zero in the Trust Accountterms therein.

Private Placements. (a) The Trustee shall, at the written direction Borrower recognizes that Dyax may be unable to effect a public sale of any or all of the Grantor or its Investment Manager, settle trades for Private Placements with cash held Pledged Securities by reason of certain prohibitions contained in the Trust Accounts pending receipt federal securities laws and applicable state or foreign securities law, but may resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Dyax shall be under no obligation to delay a sale of any of the original evidence Pledged Securities for the period of indebtedness or ownership time necessary to permit the issuer of such private placements or other Assets in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered securities to register such securities for a period following the Trustee’s withdrawal of such cash). The Grantor or its Investment Manager shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments of transfer as may be required by the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereon, in the Trust Accounts for the benefit of the Beneficiary in accordance with the terms hereof. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor to the Beneficiary and the Trustee that the settlement procedures set forth in the applicable investment documentation is acceptable to the Grantor and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected in complying with the written directions of the Grantor or its Investment Manager under this Section 6(a), and the Trustee shall have no responsibility to take action to compel the delivery of any original evidence of indebtedness or ownership of any Private Placement to be provided hereunder. The Beneficiary and the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified public sale under the agreement evidencing federal securities law, or affecting under applicable state securities law, even if the Private Placementissuer would agree to do so. (b) Private Placements shall The Borrower further agrees to use commercially reasonable efforts to do or cause to be held in registered form but shall not done all such other acts and things (other than effect the registration of the Pledged Securities under applicable federal, state or foreign laws) as may be re- (c) For the purpose of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing necessary to make payments in such sale or sales of any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior portion or simultaneous delivery from its counterparties of an amount in U.S. dollars equal to or greater than the amount all of the funds transferred from Pledged Securities valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at the Trust Accounts. Such release and prior or simultaneous receipt of funds shall be treated as a “substitution” for purposes of this AgreementBorrower's expense. The Grantor shall give the Beneficiary prior written notice of each such substitution. For the avoidance of doubt, following the delivery by the Beneficiary to the Trustee of Borrower further agrees that a Triggering Event Notice or a Recapture Event Notice, each such substitution shall require the Beneficiary’s prior written consent. The Trustee shall not have any duty or responsibility to determine that adequate funds have been received in the Trust Accounts in connection with a substitution contemplated by this paragraph. (d) With respect to all Private Placements held hereunder, the Grantor shall, unless otherwise agreed in writing to the contrary: (i) Cause the issuer breach of any Private Placement of the covenants contained in this Section 13 will cause irreparable injury to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income Dyax, and that Dyax will have no adequate remedy at law in respect of such Private Placement breach and, as a consequence, agrees that each and advise the Trustee every covenant contained in a certificate of the amount to be received and if such amount relates to a particular loan document, the identity of such loan document; (ii) Direct the Trustee to present for payment on the date and at the address specified therein the Private Placements specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Private Placements as the Trustee may receive; (iii) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; and (iv) Cause the issuer to deposit with the Trustee to be held hereunder such additional Private Placements or rights as may be issued with respect to any Private Placements credited to the Trust Accounts hereunder. (e) Pursuant to DTCC requirements, the Grantor this Section 13 shall be responsible to hold all bond powers related to Private Placements that are to be re-registered in specifically enforceable against the name of the Grantor until such time as the re-registration is completed. At such time, the bond power must be delivered by the Grantor directly to DTCC for deposit in the Trustee’s vault along with all necessary identifying information in order to match such bond power with the related Private Placement. The Trustee shall not be responsible to maintain any log or to otherwise track the subsequent receipt of a bond power related to any such re-registered Private Placement; provided that as between the Grantor and the Beneficiary, if such bond power is not delivered to DTCC for the relevant Private Placement upon its re-registration, such Private Placement shall be deemed to have a value of zero in the Trust AccountBorrower.

Private Placements. (a) The Trustee shall, at the written direction As of the Grantor or its Investment Managerdate hereof, settle trades for Private Placements with cash held in (i) Acquiror has delivered to the Trust Accounts pending receipt Company true, correct and complete copies of each of the original evidence Subscription Agreements entered into by Acquiror with the applicable Private Placement Investors named therein, pursuant to which the Private Placement Investors have committed to provide the Private Placement Financing; (ii) to the knowledge of indebtedness Acquiror, with respect to each Private Placement Investor, the Subscription Agreement with such Private Placement Investor is in full force and effect and has not been withdrawn or ownership terminated, or otherwise amended, modified or waived, in any material respect (it being understood that a change of or to one or more entities or individuals with respect to a Private Placement Investor shall not be deemed a violation of the foregoing), and no withdrawal, termination, amendment or modification is contemplated by Acquiror.; (iii) each Subscription Agreement is a legal, valid and binding obligation of Acquiror and, to the knowledge of Acquiror, each Private Placement Investor, and neither the execution or delivery by Acquiror thereto nor the performance of Acquiror’s obligations under any such Subscription Agreement violates any Laws; (iv) there are no other agreements, side letters, or arrangements between Acquiror and any Private Placement Investor relating to any Subscription Agreement that would affect the obligation of such private placements or other Assets in accordance with Private Placement Investor to contribute to the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered for a period following the Trustee’s withdrawal of such cash). The Grantor or its Investment Manager shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments of transfer as may be required by Acquiror the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereon, in the Trust Accounts for the benefit portion of the Beneficiary in accordance with the terms hereof. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor to the Beneficiary and the Trustee that the settlement procedures Private Placement Financing set forth in the applicable investment documentation is acceptable to the Grantor Subscription Agreement of such Private Placement Investor, and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected Acquiror does not know of any facts or circumstances that would result in complying with the written directions any of the Grantor conditions set forth in any Subscription Agreement not being satisfied, or its Investment Manager the Private Placement Financing not being available to Acquiror, on the Closing Date; and (v) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Acquiror under this Section 6(a), and the Trustee shall have no responsibility to take action to compel the delivery any material term or condition of any original evidence Subscription Agreement and Acquiror has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of indebtedness or ownership of any Private Placement closing to be provided hereunder. The Beneficiary and the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified under the agreement evidencing or affecting the Private Placementsatisfied by it contained in any Subscription Agreement. (b) Private Placements shall be held in registered form but shall not be re- No fees, consideration (c) For the purpose of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing to make payments in any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior or simultaneous delivery from its counterparties of an amount in U.S. dollars equal to or greater other than the amount of the funds transferred from the Trust Accounts. Such release and prior or simultaneous receipt of funds shall be treated as a “substitution” for purposes of this Agreement. The Grantor shall give the Beneficiary prior written notice of each such substitution. For the avoidance of doubt, following the delivery by the Beneficiary to the Trustee of a Triggering Event Notice or a Recapture Event Notice, each such substitution shall require the Beneficiary’s prior written consent. The Trustee shall not have any duty or responsibility to determine that adequate funds have been received in the Trust Accounts in connection with a substitution contemplated by this paragraph. (d) With respect to all Private Placements held hereunder, the Grantor shall, unless otherwise agreed in writing to the contrary: (i) Cause the issuer of any Private Placement to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income in respect of such Private Placement and advise the Trustee in a certificate of the amount to be received and if such amount relates to a particular loan document, the identity of such loan document; (ii) Direct the Trustee to present for payment on the date and at the address specified therein the Private Placements specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Private Placements as the Trustee may receive; (iii) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect Domesticated Acquiror Class A Common Stock issued in connection with the collection of bond Private Placement Financing) or other discounts are payable or have been agreed by Acquiror (including, from and note coupons; and (ivafter the Closing, the Company and the Merger Subs) Cause the issuer to deposit with the Trustee to be held hereunder such additional Private Placements or rights as may be issued with respect to any Private Placements credited to the Trust Accounts hereunder. (e) Pursuant to DTCC requirements, the Grantor shall be responsible to hold all bond powers related to Private Placements that are to be re-registered Placement Investor in the name respect of its portion of the Grantor until such time as the re-registration is completed. At such time, the bond power must be delivered by the Grantor directly to DTCC for deposit in the Trustee’s vault along with all necessary identifying information in order to match such bond power with the related Private Placement. The Trustee shall not be responsible to maintain any log or to otherwise track the subsequent receipt of a bond power related to any such re-registered Private Placement; provided that as between the Grantor and the Beneficiary, if such bond power is not delivered to DTCC for the relevant Private Placement upon its re-registration, such Private Placement shall be deemed to have a value of zero in the Trust AccountFinancing.

Private Placements. (a) The Trustee shallSubject to the terms of this Agreement, at the written direction Voting Trust and Divestiture Agreement, the Articles of Incorporation, the Bylaws and the right of first refusal in favor of the Grantor Company described below in this Section 11, the Holders shall have the right at all times to sell shares of Registrable Securities in one or more private placements (the “Private Placement Securities”) to qualified investors provided that the Holders provide written notice to the Company at least forty-five (45) Business Days prior to making any such proposed private placement advising the Company of the terms and conditions of such proposed private placement (the “Private Placement Notice”), and provided further that the consummation of such proposed private placement would not cause any Person to Beneficially Own any shares of Common Stock in excess of the Ownership Limit applicable to such Person. The Private Placement Notice shall contain the identity of the proposed private placement purchaser, the price at which the Private Placement Securities shall be sold to the proposed private placement purchaser, the number of Private Placement Securities to be sold to the proposed private placement purchaser, and all other material terms and conditions of the proposed private placement. Following its Investment Manager, settle trades for Private Placements with cash held in the Trust Accounts pending receipt of the original evidence Private Placement Notice, the Company shall have the right, but not the obligation (the “Private Placement Option”), exercisable by providing written notice thereof (the “Private Placement Option Notice”) to the Holders within thirty (30) Business Days, to purchase all (but not less than all) of indebtedness or ownership of such private placements or other Assets the Private Placement Securities on the same terms and conditions contained in accordance with the directions from the Grantor or its designated Investment Manager (which original evidence of indebtedness or ownership may not be delivered for a period following the Trustee’s withdrawal of such cash)Private Placement Notice. The Grantor or its Investment Manager Private Placement Option Notice shall execute and deliver and keep current, all such agreements, instruments and documents (including such bond or stock powers, corporate resolutions or other certificates or instruments state the number of transfer as may be required by Private Placement Securities that the applicable issuer) and take all such further actions as the Trustee or the Beneficiary may reasonably request in order to deposit and maintain all such Private Placements, and any income or distributions thereon, in the Trust Accounts for the benefit of the Beneficiary in accordance with the terms hereof. Any investment directed by the Grantor or its Investment Manager will constitute a certification by the Grantor Company shall purchase pursuant to the Beneficiary and Private Placement Option, the Trustee that the settlement procedures set forth in the applicable investment documentation is acceptable to the Grantor and directed hereunder, upon which direction the Grantor and the Beneficiary agree the Trustee may conclusively rely. The Trustee shall be fully protected in complying with the written directions of the Grantor or its Investment Manager under this Section 6(a)aggregate purchase price therefor, and the Trustee shall have no responsibility to take action to compel closing date of the delivery Company’s purchase of any original evidence of indebtedness or ownership of any the Private Placement to be provided hereunderSecurities, which shall take place no later than sixty (60) days after the date of the Private Placement Option Notice. The Beneficiary and Company shall pay for the Trustee acknowledge and agree that the right to sell, transfer or assign a Private Placement may be qualified under the agreement evidencing or affecting Securities that it shall purchase pursuant to the Private Placement. (b) Private Placements shall be held in registered form but shall not be re- (c) For Placement Option at the purpose closing thereof by wire transfer of settling swap payments and collecting interest on foreign currency coupons in connection with Non-U.S. Private Placements held in the Trust Accounts, the Grantor may direct the Trustee in writing immediately available funds to make payments in any currency out of funds available in the Trust Accounts to its counterparties; provided, that the Grantor anticipates the prior or simultaneous delivery from its counterparties of an amount in U.S. dollars equal to or greater than the amount of the funds transferred from the Trust Accounts. Such release and prior or simultaneous receipt of funds shall be treated as a “substitution” for purposes of this Agreement. The Grantor shall give the Beneficiary prior written notice of each such substitution. For the avoidance of doubt, following the delivery bank account designated by the Beneficiary to the Trustee of a Triggering Event Notice or a Recapture Event Notice, each such substitution shall require the Beneficiary’s prior written consent. The Trustee shall not have any duty or responsibility to determine that adequate funds have been received in the Trust Accounts in connection with a substitution contemplated by this paragraph. (d) With respect to all Private Placements held hereunder, the Grantor shall, unless otherwise agreed in writing to the contrary: (i) Cause the issuer of any Private Placement to deposit with the Trustee (by means of a check or draft payable to the Trustee or its nominee or by wire transfer) all Income in respect of such Private Placement and advise the Trustee in a certificate of the amount to be received and if such amount relates to a particular loan document, the identity of such loan document; (ii) Direct the Trustee to present for payment on the date and at the address specified therein the Private Placements specified therein whether at maturity or for redemption, and to hold hereunder such amounts paid on or with respect to such particular Private Placements as the Trustee may receive; (iii) Obtain and execute any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; and (iv) Cause the issuer to deposit with the Trustee to be held hereunder such additional Private Placements or rights as may be issued with respect to any Private Placements credited to the Trust Accounts hereunder. (e) Pursuant to DTCC requirements, the Grantor shall be responsible to hold all bond powers related to Private Placements that are to be re-registered in the name of the Grantor until such time as the re-registration is completedHolders. At such timeclosing, the bond power must Holders shall deliver to the Company a certificate or certificates representing the number of Private Placement Securities, free and clear of all liens, claims, security interests and other encumbrances. The Company shall be delivered by entitled to receive customary representations and warranties from the Grantor directly Holders regarding such sale of Private Placement Securities (including representations regarding good title to DTCC for deposit such shares free and clear of all liens, claims, security interests and other encumbrances). If the Company shall elect not to exercise the Private Placement Option, the Holders may sell the Private Placement Securities identified in the Trustee’s vault along with Private Placement Notice at the time and subject to all necessary identifying information in order to match such bond power with of the related Private Placement. The Trustee shall not be responsible to maintain any log or to otherwise track the subsequent receipt of a bond power related to any such re-registered Private Placement; provided that as between the Grantor terms and the Beneficiary, if such bond power is not delivered to DTCC for conditions contained in the relevant Private Placement upon its re-registration, such Private Placement shall be deemed to have a value of zero in the Trust AccountNotice.