Common use of Binding Effect; Assignability Clause in Contracts

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of, each of the BorrowersIssuer, the Sellers, the Master Servicers, the Performance Guarantor, the Administrative Agent, the Lender Purchasers, the Managing Agents and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) subject to the extent any assignee further provisions of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee this Section 7.04. (b) The Issuer shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Managing Agents. (c) Subject to the terms and provisions of the AgentIndenture, a Purchaser may, assign or sell undivided participation interests of its rights and obligations hereunder or under a Series 2002-1 Note or any interest herein or in the Series 2002-1 Notes to any Person (including, without limitation, a sale by any Conduit Purchaser to its related Liquidity Providers or Program Support Providers). The parties to each Any assignment or sale of a participation made interest by the Lender a Purchaser to a Person (other than a Liquidity Provider or Program Support Provider) pursuant to this Section 9.04 7.04(c) shall execute and deliver be effected pursuant to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance Agreement in substantially the form of Exhibit A hereto. Notwithstanding the foregoing, a Purchaser shall, so long as no Amortization Event has occurred and is continuing, obtain the consent of the Issuer (such consent not to be unreasonably withheld, delayed or conditioned) in connection with an assignment of its obligations hereunder and under a participation agreement Series 2002-1 Note to any Person other than a sale by a Conduit Purchaser to (i) another commercial paper conduit managed by the related Managing Agent or other transfer instrument reasonably satisfactory in form (ii) any Liquidity Provider or Program Support Provider. (d) The Administrative Agent may assign at any time its rights and substance obligations hereunder to an Affiliate without the Agent consent of the Purchasers or the Issuer and the Borrower. Each such assignment or participation shall be effective as upon written notice thereof to the Purchasers, the Issuer, the Servicer and the Trustee. (e) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant on which all Commitments to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties fund hereunder have been terminated and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other PersonOutstanding Amount has been paid in full; provided, however, that the Lender rights and remedies with respect to any breach of any representation and warranty made by the Issuer pursuant to Article V and, the rights and remedies described in Sections 2.06, 2.07, 2.08, 2.09, 5.02, 7.08, 7.09, 7.11 and 7.12 shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the BorrowersIssuer, the Sellers, Depositor and the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchaser and their respective permitted successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way including any subsequent holders of the sale of participation interests therein) by the Lender and its successors and assignsPurchased Notes); provided, however, that except as provided in clause (id) to below, neither the extent any assignee of Issuer nor the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Depositor shall have a rating from a nationally recognized rating agency at least equal any right to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its their respective rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Lender and the Agent. Purchaser. (b) The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with any the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Purchased Notes shall have been paid in full. (d) The Purchaser may sell or assign the Purchased Note only with the prior consent of the Loan Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or participation assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or any proposed assignment (iii) the Depositor or participation the Loan Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Purchased Note pursuant to this Section 9.04a repurchase, disclose to financing or similar transaction without the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf consent of the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableLoan Originator.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the SellersLenders, the Master ServicersManaging Agents, the Performance Guarantor, the Administrative Agent, the Lender Collection Agent, and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part . (including, without limitation, by way of the sale of participation interests thereinb) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party The Borrower may not assign any of its rights or obligations delegate any of its duties hereunder or any interest herein under the other Facility Documents without the prior written consent of the Administrative Agent and each Managing Agent. A Lender may assign any of its rights and delegate any of its duties hereunder and under the other Facility Documents (i) without the consent of the Borrower, to any Lender (other than a Defaulting Lender), any Affiliate of any Lender or to any Liquidity Provider and (ii) with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed), to any other Person; provided that no such consent shall be required during the continuance of an Event of Default. (c) Notwithstanding any other provision of this Agreement, any Lender may at any time in its sole and absolute discretion assign, participate, grant a security interest in, transfer or pledge all or a portion of its rights (including its rights to payment of the principal and Interest on its Advances) under this Agreement or under its Liquidity Agreement to secure its obligations to a Federal Reserve Bank or any similar entity or federal program, without notice to or consent of the Borrower (and without the execution of any document in connection therewith); provided that no such assignment under this clause (c) shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto, and the Administrative Agent. , the Managing Agents, the other Lenders, the Collection Agent and the Borrower shall have the right to continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. (d) The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 10.06 shall execute and deliver to the Administrative Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Administrative Agent, the related Managing Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Administrative Agent shall notify the Borrowers Borrower of any assignment or participation thereof made pursuant to this Section 9.0410.06. Subject The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to Section 9.11it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the obligations under this Agreement (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 10.06(d) shall be construed so that the obligations under this Agreement are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (e) Each Lender may sell participations, to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment); provided, however, that (i) such Lender’s obligations under this Agreement (including its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations, (iii) the Administrative Agent, the Managing Agents, the other Lenders, the Collection Agent and the Borrower shall have the right to continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) such Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each Participant’s interest in the obligations under the this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) to any person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. This Section 10.06(e)(iv) shall be construed so that the obligations under this Agreement are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (v) such Lender obtains a representation from any proposed assignee of such participation that either (i) the assignee is not acquiring and will not hold the participation with “plan assets” of any “benefit plan investor” within the meaning of Section 3(42) of ERISA or (ii) the acquisition and holding by the assignee of the participation will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. (f) The Lenders may, in connection with any assignment or participation by any of them or any proposed assignment or participation pursuant to this Section 9.0410.06, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties Borrower, the Collection Agent and the Collateral furnished to the such Lender by or on behalf of the GWG Parties, Borrower or the Master Servicers or any other PersonCollection Agent; provided, however, provided that the Lender shall not disclose prior to any such disclosure of information until it has obtained an agreement from designated by the Borrower as confidential, each such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and executed an agreement whereby such assignee or participant or proposed assignee or participantshall agree (subject to customary exceptions) any to preserve the confidentiality of such confidential information obtained which is not already publicly known or availableon terms no less restrictive than those applicable to the Lenders pursuant to Section 10.14.

Binding Effect; Assignability. (a) This Agreement shall be binding upon each of and inure to the benefit of the Borrowers, the SellersCompany, the Master Servicers, the Performance GuarantorServicer, the Agent, the Lender each Purchaser and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein . (b) The Company shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Agent and each Purchaser. Without the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to prior written consent of the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11each Purchaser, the Lender Master Servicer shall not assign any of its rights and obligations hereunder or any interest herein to any Person other than a Successor Servicer. (c) Each VFC Certificateholder may, in accordance with Sections 2.6 and 8.7 of the Supplement, at any time sell to one or more banks or other entities ("Participants") participating interests in all or any portion of its VFC Certificates and its Commitment. In the event of any sale by a VFC Certificateholder of participating interests to a Participant, the VFC Certificateholder's obligations under this Agreement shall remain unchanged, the VFC Certificateholder shall remain solely responsible for the performance thereof, and the VFC Certificateholder shall remain the holder of its rights under its VFC Certificate and this Agreement for all purposes hereunder, and the other parties hereunder shall continue to deal solely and directly with the VFC Certificateholder in connection with such rights and obligations under this Agreement. The Company agrees that each Participant shall be entitled to the benefits of Sections 2.07, 2.08 and 2.09 with respect to its participation in the VFC Certificate (it being understood that amounts payable to any assignment Participant under Section 2.09 will be limited as provided in Section 2.09 absent compliance by such participant with such Section). (d) Any VFC Certificateholder may, in accordance with Sections 2.6 and 8.7 of the Supplement, at any time assign to one or participation more banks or financial institutions ("Assignees") all or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf part of the GWG Parties, the Master Servicers or any other Personits Commitment; provided, however, that (i) unless assigned to an Affiliate of the Lender VFC Certificateholder, it assigns all of its Commitment or a portion of its Commitment in an amount not less than $5,000,000, (ii) after the assignment, the VFC Certificateholder and its Affiliates continue to hold at least $5,000,000 of Commitment or have reduced their Commitment to $0, (iii) any Assignee, other than an Affiliate of the VFC Certificateholder, must be reasonably acceptable to the Company and the Agent, (iv) if such Assignee is organized under the laws of a jurisdiction outside the United States of America, such Assignee shall satisfy the requirements of Section 2.09, or amounts payable to it under Section 2.09 shall be limited to amounts that would be payable such Assignee had complied with Section 2.09, and (v) any such assignment shall be subject to the prior written consent of the Company, which consent shall not disclose be unreasonably delayed or withheld. In the event of any assignment, the VFC Certificateholder shall give notice to the Company and the Agent and shall deliver to the Agent, for acceptance and recording in its records, an assignment agreement substantially in the form of Exhibit A together with a processing and recordation fee of $3,500. Within five Business Days of receipt thereof, the Agent shall, if the assignment agreement has been fully executed by the Assignee, the assignor VFC Certificateholder and the Company, is completed and is in substantially the form of Exhibit A, execute the assignment agreement and record the information contained therein in its records. Upon the earlier of the expiration of the fifth Business Day after receipt or the date of such information recording, the assignment will become effective. The Company, the Agent and the assignor VFC Certificateholder agree to extend the rights and benefits with respect to the Company under this Agreement to the Assignee to the extent the Assignee would have had if it were a VFC Certificateholder that was an original signatory to this Agreement; provided, that the Company shall be entitled to continue to deal solely and directly with the assignor VFC Certificateholder in connection with the interests so assigned to the Assignee until the assignment agreement and any required fee, as described above, shall have been delivered to the Company and the Agent by the VFC Certificateholder and the Assignee and the assignment shall have become effective. Upon the effective assignment of any Commitment, the VFC Certificateholder assigning such Commitment shall be relieved of its obligations hereunder to the extent of the assignment. (e) The sale or assignment of any Commitment to any Assignee or Participant (each, a "Transferee") shall not be effective until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory agreed to be bound by the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableprovisions of Section 6.

Binding Effect; Assignability. (a) This Agreement shall be binding upon upon, and inure to the benefit of the Borrowersof, the SellersInitial Noteholders, each Variable Funding Note Noteholder, the Issuer, the Master Servicers, the Performance Guarantor, the Agent, the Lender Servicer and their respective successors and permitted assigns. This Agreement and . (b) Neither the Lender’s rights and obligations hereunder and interest herein Issuer nor the Master Servicer shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its respective rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Initial Noteholders and the Agenteach Variable Funding Note Noteholder. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in In connection with any such assignment the assignee shall expressly agree to assume all the obligations of the Issuer or the Master Servicer, as applicable, hereunder and no such assignment made without the prior consent of each such Noteholder shall relieve the Issuer or the Master Servicer, as applicable, of any of its obligations hereunder, and no assignment permitted hereunder shall relieve the Issuer or the Master Servicer, as applicable, from any obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (c) Each Initial Noteholder and each Variable Funding Note Noteholders may, at any time, sell, assign, grant undivided participation interests in all or part of the obligations due to it under this Agreement and in respect of its interest in a Note, or otherwise transfer all or part of the obligations due to it under this Agreement and in respect of its interest in a Note without the consent of the Issuer or any of its Affiliates; provided, however, that any such sale, assignment or grant of a participation interest shall be effected in compliance with Section 4.04 of the Indenture. Each Noteholder that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Issuer, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Notes or other obligations under the Transaction Documents (the “Participant Register”); provided that no Noteholder shall have any obligation to disclose all or any proposed assignment or participation pursuant to this Section 9.04, disclose to portion of the assignee or Participant Register (including the identity of any participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished a participant's interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the Lender by extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or on behalf other obligation is in registered form under Section 5f.103-1(c) of the GWG PartiesUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each Person whose name is recorded in the Master Servicers or Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any other Personnotice to the contrary. This Section 8.03(c) shall be construed so that the Notes are at all times maintained in “registered form” within the meanings of Code Sections 163(f), 871(h)(2), and 881(c)(2) and any related regulations (and any successor provisions). (d) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Funding Period Termination Date; provided, however, that the Lender rights and remedies with respect to any breach of any representation, warranty or covenant made by the Issuer or Master Servicer pursuant to Article IV and Article V, as applicable, shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant termination of this Agreement. (e) Each Holder hereby acknowledges that it is subject to and bound by the provisions of Section 3.04 and 11.12 of the Servicing Agreement in accordance with the terms thereof, which shall treat as confidential (under terms mutually satisfactory remain in full force and effect until terminated pursuant to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableSection 11.07 thereof.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the SellersLenders, the Master ServicersManaging Agents, the Performance Guarantor, the Administrative Agent, the Lender Collection Agent, and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part . (including, without limitation, by way of the sale of participation interests thereinb) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party The Borrower may not assign any of its rights or obligations delegate any of its duties hereunder or any interest herein under the other Facility Documents without the prior written consent of the Administrative Agent and each Managing Agent. A Lender may assign any of its rights and delegate any of its duties hereunder and under the other Facility Documents (i) without the consent of the Borrower, to any Lender (other than a Defaulting Lender), any Affiliate of any Lender or to any Liquidity Provider and (ii) with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed), to any other Person; provided that no such consent shall be required during the continuance of an Event of Default. (c) Notwithstanding any other provision of this Agreement, any Lender may at any time in its sole and absolute discretion assign, participate, grant a security interest in, transfer or pledge all or a portion of its rights (including its rights to payment of the principal and Interest on its Advances) under this Agreement or under its Liquidity Agreement to secure its obligations to (x) a Federal Reserve Bank or any similar entity or federal program or (y) a trustee or collateral agent, without notice to or consent of the Borrower (and without the execution of any document in connection therewith); provided that no such assignment under this clause (c) shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto, and the Administrative Agent. , the Managing Agents, the other Lenders, the Collection Agent and the Borrower shall have the right to continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. (d) The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 10.06 shall execute and deliver to the Administrative Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Administrative Agent, the related Managing Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Administrative Agent shall notify the Borrowers Borrower of any assignment or participation thereof made pursuant to this Section 9.0410.06. Subject The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to Section 9.11it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the obligations under this Agreement (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 10.06(d) shall be construed so that the obligations under this Agreement are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (e) Each Lender may sell participations, to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment); provided, however, that (i) such Lender’s obligations under this Agreement (including its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations, (iii) the Administrative Agent, the Managing Agents, the other Lenders, the Collection Agent and the Borrower shall have the right to continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) such Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each Participant’s interest in the obligations under the this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) to any person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. This Section 10.06(e)(iv) shall be construed so that the obligations under this Agreement are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. (v) such Lender obtains a representation from any proposed assignee of such participation that either (i) the assignee is not acquiring and will not hold the participation with “plan assets” of any “benefit plan investor” within the meaning of Section 3(42) of ERISA or (ii) the acquisition and holding by the assignee of the participation will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. (f) The Lenders may, in connection with any assignment or participation by any of them or any proposed assignment or participation pursuant to this Section 9.0410.06, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties Borrower, the Collection Agent and the Collateral furnished to the such Lender by or on behalf of the GWG Parties, Borrower or the Master Servicers or any other PersonCollection Agent; provided, however, provided that the Lender shall not disclose prior to any such disclosure of information until it has obtained an agreement from designated by the Borrower as confidential, each such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and executed an agreement whereby such assignee or participant or proposed assignee or participantshall agree (subject to customary exceptions) any to preserve the confidentiality of such confidential information obtained which is not already publicly known or availableon terms no less restrictive than those applicable to the Lenders pursuant to Section 10.14.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, each Lender and the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Administrative Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole The Borrower may not assign, transfer, hypothecate or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign otherwise convey any of its rights or obligations hereunder or any interest interests herein without the express prior written consent of the Requisite Lenders and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void. (b) Any assignment by a Lender shall (i) require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.02(b) or otherwise in form and substance satisfactory to the Administrative Agent, and acknowledged by, the Administrative Agent and other than in the case of an assignment by a Lender to one of its Affiliates, the consent of the Administrative Agent and, only if and so long as no Event of Default has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed); provided, further that assignments by a Lender to a SPV or any Affiliate of the Agent or any Lender shall not be subject to the consent of the Borrower; (ii) if a partial assignment, (A) be in an amount at least equal to $10,000,000 and, after giving effect to any such partial assignment, the assigning Lender shall have retained a Revolving Commitment in an amount at least equal to $10,000,000 and (B) constitute a ratable assignment of the Maximum Revolving Credit Amount and the Term Loan such that, after giving effect to such assignment, such assignee Lender’s and assignor Lender’s respective pro rata shares of the outstanding Term Loan and outstanding Maximum Revolving Credit Amount shall be equal; (iii) require the delivery to the Administrative Agent by the assignee or participant, as the case may be, of any forms, certificates or other evidence described in Section 2.10(e), (iv) other than in the case of an assignment by a Lender to one of its Affiliates, include a payment to the Administrative Agent by the assignor or assignee Lender of an assignment fee of $3,500 and (v) any assignment by a Non-Funding Lender (including any Affiliate thereof) shall require the prior written consent of the Lender and the Administrative Agent. The parties to each In the case of an assignment or participation made by the a Lender pursuant to under this Section 9.04 12.02, the assignee shall execute and deliver have, to the Agent for its acceptance extent of such assignment, the same rights, benefits and recording in its books and records, an Assignment and Acceptance or obligations as it would if it were a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerLender hereunder. Each such assignment or participation The assigning Lender shall be effective as relieved of its obligations hereunder with respect to its Revolving Commitment or assigned portion thereof from and after the date of such assignment. The Borrower hereby acknowledges and agrees that any assignment made in accordance with this Section 12.02(b) will give rise to a direct obligation of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose Borrower to the assignee and that the assignee shall thereupon be a “Lender” for all purposes. In all instances, each Lender’s obligation to make Revolving Credit Advances hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the Revolving Commitment. In the event any Lender assigns or participant otherwise transfers all or proposed assignee any part of a Note, the Borrower shall, upon the request of such Lender, execute one or participant more new Notes in exchange for the Notes being assigned. Notwithstanding the foregoing provisions of this Section 12.02(b), any information relating to the GWG Parties Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the Collateral furnished other Transaction Documents to the Lender by any Federal Reserve Bank or on behalf to any holder or trustee of the GWG Parties, the Master Servicers or any other Personsuch Lender’s securities; provided, however, that no such pledge or assignment to any Federal Reserve Bank, holder or trustee shall release such Lender from such Lender’s obligations hereunder or under any other Related Document and no such holder or trustee shall be entitled to enforce any rights of such Lender hereunder unless such holder or trustee becomes a Lender hereunder through execution of an Assignment Agreement as set forth above. (c) In addition to the foregoing right, any Lender may, without consent from the Administrative Agent or the Borrower, but with notice to the Administrative Agent, the Borrower and the Servicer (unless a Designated Event or Termination Event has occurred and is continuing), (x) grant to a SPV the option to make all or any part of any Advance that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder); (y) assign to a SPV all or a portion of its rights (but not its obligations) under the Transaction Documents, including a sale of any Advances or other Borrower Obligations hereunder and such Lender’s right to receive payment with respect to any such Borrower Obligation and (z) sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Transaction Documents (including all its rights and obligations with respect to the Advances); provided, however, that (x) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable to any Person for any obligations of such Lender hereunder (it being understood that nothing in this Section 12.02(c) shall limit any rights the Lender may have as against such SPV or participant under the terms of the applicable option, sale or participation agreement between or among such parties); and (y) no such SPV or holder of any such participation shall be entitled to require such Lender to take or omit to take any action hereunder] except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Advance in which such holder participates, (ii) any extension of any scheduled payment of the principal amount of any Advance in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Borrower Collateral (other than in accordance with the terms of this Agreement or the other Transaction Documents). Solely for purposes of Sections 2.08, 2.09, 2.10, 2.16 and 10.01, Borrower acknowledges and agrees that each such sale or participation shall give rise to a direct obligation of the Borrower to the participant or SPV and each such participant or SPV shall be considered to be a “Lender” for purposes of such sections; provided, however, that a participant shall not be entitled to receive any greater payment under Section 2.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that would be a Foreign Lender if it were a Lender shall not disclose be entitled to the benefits of Section 2.10 unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.10(e) as though it were a Lender. Except as set forth in the two preceding sentences, such Lender’s rights and obligations, and the rights and obligations of the other Lenders and the Administrative Agent towards such Lender under any Transaction Document shall remain unchanged and none of the Borrower, the Administrative Agent or any Lender (other than the Lender selling a participation or assignment to a SPV) shall have any duty to any participant or SPV and may continue to deal solely with the assigning or selling Lender as if no such assignment or sale had occurred. (d) Except as expressly provided in this Section 12.02, no Lender shall, as between the Borrower and that Lender, or between the Administrative Agent and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Advances, the Notes or other Borrower Obligations owed to such Lender. (e) The Borrower shall assist any Lender permitted to sell assignments or participations under this Section 12.02 as reasonably required to enable the assigning or selling Lender to effect any such information until it has obtained assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be reasonably requested and the participation of management in meetings with potential assignees or participants. The Borrower shall, if the Administrative Agent so requests in connection with an agreement from initial syndication of the Revolving Commitments hereunder, assist in the preparation of informational materials for such assignee or participant or proposed assignee or participant that it shall treat as confidential syndication. (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participantf) A Lender may furnish any information obtained which is not already publicly known concerning the Borrower, any Seller, the Servicer and/or the Receivables in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants). Each Lender shall obtain from all prospective and actual assignees or availableparticipants confidentiality covenants substantially equivalent to those contained in Section 12.05.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, each Lender and the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Administrative Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole The Borrower may not assign, transfer, hypothecate or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign otherwise convey any of its rights or obligations hereunder or any interest interests herein without the express prior written consent of the Requisite Lenders and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void. (b) Any assignment by a Lender shall (i) require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.02(b) or otherwise in form and substance satisfactory to the Administrative Agent, and acknowledged by, the Administrative Agent and other than in the case of an assignment by a Lender to one of its Affiliates, the consent of the Administrative Agent and, only if and so long as no Event of Default has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed); provided, further that assignments by a Lender to a SPV or any Affiliate of the Agent or any Lender shall not be subject to the consent of the Borrower; (ii) if a partial assignment, (A) be in an amount at least equal to $10,000,000 and, after giving effect to any such partial assignment, the assigning Lender shall have retained a Revolving Commitment in an amount at least equal to $10,000,000 and (B) constitute a ratable assignment of the Maximum Revolving Credit Amount and the Term Loan such that, after giving effect to such assignment, such assignee Lender’s and assignor Lender’s respective pro rata shares of the outstanding Term Loan and outstanding Maximum Revolving Credit Amount shall be equal; (iii) require the delivery to the Administrative Agent by the assignee or participant, as the case may be, of any forms, certificates or other evidence described in Section 2.10(e), (iv) other than in the case of an assignment by a Lender to one of its Affiliates, include a payment to the Administrative Agent by the assignor or assignee Lender of an assignment fee of $3,500 and (v) any assignment by a Non-Funding Lender (including any Affiliate thereof) shall require the prior written consent of the Lender and the Administrative Agent. The parties to each In the case of an assignment or participation made by the a Lender pursuant to under this Section 9.04 12.02, the assignee shall execute and deliver have, to the Agent for its acceptance extent of such assignment, the same rights, benefits and recording in its books and records, an Assignment and Acceptance or obligations as it would if it were a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerLender hereunder. Each such assignment or participation The assigning Lender shall be effective as relieved of its obligations hereunder with respect to its Revolving Commitment or assigned portion thereof from and after the date of such assignment. The Borrower hereby acknowledges and agrees that any assignment made in accordance with this Section 12.02(b) will give rise to a direct obligation of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose Borrower to the assignee and that the assignee shall thereupon be a “Lender” for all purposes. In all instances, each Lender’s obligation to make Revolving Credit Advances hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the Revolving Commitment. In the event any Lender assigns or participant otherwise transfers all or proposed assignee any part of a Note, the Borrower shall, upon the request of such Lender, execute one or participant more new Notes in exchange for the Notes being assigned. Notwithstanding the foregoing provisions of this Section 12.02(b), any information relating to the GWG Parties Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the Collateral furnished other Transaction Documents to the Lender by any Federal Reserve Bank or on behalf to any holder or trustee of the GWG Parties, the Master Servicers or any other Personsuch Lender’s securities; provided, however, that no such pledge or assignment to any Federal Reserve Bank, holder or trustee shall release such Lender from such Lender’s obligations hereunder or under any other Related Document and no such holder or trustee shall be entitled to enforce any rights of such Lender hereunder unless such holder or trustee becomes a Lender hereunder through execution of an Assignment Agreement as set forth above. (c) In addition to the foregoing right, any Lender may, without consent from the Administrative Agent or the Borrower, but with notice to the Administrative Agent, the Borrower and the Servicer (unless a Designated Event or Termination Event has occurred and is continuing), (x) grant to a SPV the option to make all or any part of any Advance that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder); (y) assign to a SPV all or a portion of its rights (but not its obligations) under the Transaction Documents, including a sale of any Advances or other Borrower Obligations hereunder and such Lender’s right to receive payment with respect to any such Borrower Obligation and (z) sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Transaction Documents (including all its rights and obligations with respect to the Advances); provided, however, that (x) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable to any Person for any obligations of such Lender hereunder (it being understood that nothing in this Section 12.02(c) shall limit any rights the Lender may have as against such SPV or participant under the terms of the applicable option, sale or participation agreement between or among such parties); and (y) no such SPV or holder of any such participation shall be entitled to require such Lender to take or omit to take any action hereunder] except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Advance in which such holder participates, (ii) any extension of any scheduled payment of the principal amount of any Advance in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Borrower Collateral (other than in accordance with the terms of this Agreement or the other Transaction Documents). Solely for purposes of Sections 2.08, 2.09, 2.10, 2.15 and 10.01, Borrower acknowledges and agrees that each such sale or participation shall give rise to a direct obligation of the Borrower to the participant or SPV and each such participant or SPV shall be considered to be a “Lender” for purposes of such sections; provided, however, that a participant shall not be entitled to receive any greater payment under Section 2.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.10 unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.10(e) as though it were a Lender. Except as set forth in the two preceding sentences, such Lender’s rights and obligations, and the rights and obligations of the other Lenders and the Administrative Agent towards such Lender under any Transaction Document shall remain unchanged and none of the Borrower, the Administrative Agent or any Lender (other than the Lender selling a participation or assignment to a SPV) shall have any duty to any participant or SPV and may continue to deal solely with the assigning or selling Lender as if no such assignment or sale had occurred. Each Lender that sells a participation, acting solely for this purpose as an agent of the Borrower, shall maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, the Borrower and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. (d) Except as expressly provided in this Section 12.02, no Lender shall, as between the Borrower and that Lender, or between the Administrative Agent and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Advances, the Notes or other Borrower Obligations owed to such Lender. (e) The Borrower shall assist any Lender permitted to sell assignments or participations under this Section 12.02 as reasonably required to enable the assigning or selling Lender to effect any such information until it has obtained assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be reasonably requested and the participation of management in meetings with potential assignees or participants. The Borrower shall, if the Administrative Agent so requests in connection with an agreement from initial syndication of the Revolving Commitments hereunder, assist in the preparation of informational materials for such assignee or participant or proposed assignee or participant that it shall treat as confidential syndication. (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participantf) A Lender may furnish any information obtained which is not already publicly known concerning the Borrower, any Seller, the Servicer and/or the Receivables in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants). Each Lender shall obtain from all prospective and actual assignees or availableparticipants confidentiality covenants substantially equivalent to those contained in Section 12.05.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, Seller and the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchaser and their respective successors (whether by merger, consolidation or otherwise) and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP RateExcept as otherwise permitted herein, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank Seller agrees that it will not assign or transfer all or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any portion of its rights or obligations hereunder to any Person (other than Dell or any interest herein of its Controlled Affiliates) without the prior written consent of the Lender Purchaser and the Agenta Majority in Interest of each outstanding Series. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in In connection with any sale or assignment by the Purchaser of all or participation a portion of the Receivables, the buyer or any proposed assignment or participation pursuant to this Section 9.04assignee, disclose as the case may be, shall, to the assignee extent of its purchase or participant assignment, have all rights of the Purchaser under this Agreement(as if such buyer or proposed assignee or participant any information relating assignee, as the case may be, were the Purchaser hereunder) except to the GWG Parties extent specifically provided in the agreement between the Purchaser and such buyer or assignee. (b) The Seller acknowledges that the Collateral furnished Purchaser shall assign to the Lender by or on behalf Trust, as collateral security for the Purchaser's obligations under the Pooling and Servicing Agreement, all of the GWG PartiesPurchaser's rights, remedies, powers and privileges hereunder (including, without limitation, the Master Servicers right to give any notice which the Purchaser may provide to the Seller hereunder), provided that the Purchaser shall not assign or delegate any other Personof its duties or obligations hereunder to the Trust. (c) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the last Termination Date of any Series; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by the Lender Seller pursuant to Article IV and the provisions of Article VII and Sections 5.03(h), 8.03 and 8.13 shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the BorrowersWMECO, the SellersSeller, the Master Servicers, the Performance GuarantorServicer, the Agent, the Lender Owners and their respective successors and permitted assigns. This Agreement and the Lender’s each Owner's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, including by way of the sale of participation interests therein) by the Lender such Owner and its successors and assigns; provided, however, that the Purchaser may only assign its rights and obligations as the "Purchaser" hereunder (i) as distinguished from its rights and obligations as an "Owner" hereunder), in whole, to another Issuer acceptable to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP RatePurchaser, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any and, upon such assignment, unless prohibited by applicable lawsuch assigning Purchaser shall cease to be the Purchaser hereunder. No GWG Party Neither WMECO, the Seller nor the Servicer may assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Owners and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 10.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerSeller, and which shall provide that the parties thereto agree to be bound by Section 10.12 of this Agreement. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers Seller of any assignment or participation thereof made pursuant to this Section 9.0410.04. Subject to Section 9.11, the Lender The Purchaser or any Owner may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.0410.04, disclose to the assignee or participant or proposed assignee or participant who agrees to abide by the provisions of Section 10.12 any information relating to the GWG Parties Seller and the Collateral Percentage Interests furnished to the Lender such Owner by or on behalf of the GWG Parties, Seller or the Master Servicers Servicer. Notwithstanding the fact that the Purchaser or any other Owner, as a result of its having assigned all of its remaining rights, interests, duties and obligations hereunder, shall cease to be the Purchaser or an Owner for purposes hereof, such assigning Purchaser or Owner, as the case may be, shall continue to be entitled to all rights of indemnity and reimbursement from the Seller under this Agreement for any indemnifiable or reimbursable costs, expenses or liabilities incurred or arising out or in connection with such Person; provided, however, that 's acting as the Lender shall not disclose any such information until it has obtained Purchaser or an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (Owner under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availablethis Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, Seller and the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchaser and their respective successors (whether by merger, consolidation or otherwise) and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP RateExcept as otherwise permitted herein, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank Seller agrees that it will not assign or transfer all or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any portion of its rights or obligations hereunder or to any interest herein Person without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11Parent, the Lender may, Purchaser and a Majority in Interest of each outstanding Series. In connection with any sale or assignment by the Purchaser of all or participation a portion of the Receivables and Seller Related Security, the buyer or any proposed assignment or participation pursuant to this Section 9.04assignee, disclose as the case may be, shall, to the assignee extent of its purchase or participant assignment, have all rights of the Purchaser under this Agreement (as if such buyer or proposed assignee or participant any information relating assignee, as the case may be, were the Purchaser hereunder) except to the GWG Parties extent specifically provided in the agreement between the Purchaser and such buyer or assignee. (b) The Seller acknowledges that the Collateral furnished Purchaser shall assign to the Lender by or on behalf Trust, as collateral security for the Purchaser's obligations under the Pooling and Servicing Agreement, all of the GWG PartiesPurchaser's rights, remedies, powers and privileges hereunder (including the Master Servicers right to give any notice which the Purchaser may provide to the Seller hereunder), provided that the Purchaser shall not assign or delegate any other Personof its duties or obligations hereunder to the Trust. (c) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the last Termination Date of any Series; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by the Lender Seller pursuant to Article III and the provisions of Article VI and Sections 4.03(h), 7.03, 7.04 and 7.12 shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant termination of this Agreement; and provided further that the Purchaser shall remain entitled to receive any collections on Receivables sold hereunder which have become Defaulted Receivables after it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availablehave completed its collection efforts in respect thereof.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Sellers, the Master Servicers, the Performance GuarantorBorrower, the Agent, the Lender and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; providedprovided that, howeverso long as no Event of Default has occurred and is continuing, that any such assignment by the Lender shall require the prior written consent of the Borrower (isuch consent not to be unreasonably withheld) unless such assignment is to the extent any assignee Agent, an Affiliate of the Lender will be funding Advances through Agent or any Person managed or administered by the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating Agent or an Affiliate of the commercial paper Agent, in which case no such consent from the Borrower shall be required. In any event, this Agreement may only be assigned to assignees that are “qualified purchasers” within the meaning of the Lender at the time United States Investment Company Act of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment1940, unless prohibited by applicable lawas amended. No GWG Party The Borrower may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 10.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerAgent. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers Borrower of any assignment or participation thereof made pursuant to this Section 9.0410.04. Subject to Section 9.1110.13, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.0410.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG MF/Borrower Related Parties and the Collateral furnished to the Lender by or on behalf of the GWG MF/Borrower Related Parties, the Master Servicers Servicer or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersTransferor, NFC, the Sellers, the Master Servicers, the Performance Guarantor, the Administrative Agent, the Lender Managing Agents and the Purchasers party this Agreement and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way including any subsequent holders of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other PersonSeries 2012-VFN Note); provided, however, that the Lender Transferor shall not disclose have the right to assign its rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of each Managing Agent. The Administrative Agent and each Purchaser and Managing Agent agrees that, except as provided in subsection (b) and (c) of this Section 11.04, it shall not transfer the applicable Series 2012-VFN Note or any interest therein without the Transferor’s consent, unless such transfer (x) is to a Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Redemption Period. Without limiting the foregoing, a Conduit Purchaser or its Managing Agent (on its behalf) may, from time to time, with prior or concurrent notice to the Transferor and the Servicer, in one transaction or a series of transactions, assign all or a portion of its Series 2012-VFN Note and its rights and obligations under this Agreement to a RIC or a Committed Purchaser within its Purchaser Group. Upon and to the extent of such assignment to a RIC or Committed Purchaser, (i) the RIC or Committed Purchaser shall be the owner of the assigned portion of such Series 2012-VFN Note, (ii) in the case of a transfer to a RIC, such Managing Agent (or an Affiliate thereof) will act as Managing Agent for the RIC and the Administrative Agent shall act as Administrative Agent for the RIC, in each case, with all corresponding rights and powers, express or implied, granted herein to such Managing Agent or the Administrative Agent, as applicable, (iii) the RIC or Committed Purchaser, as applicable, and their Program Support Providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Purchaser and its Program Support Providers and other related parties, respectively, herein and in the other Series Documents (including, without limitation, any limitation on recourse against the assigning Conduit Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Purchaser, and the right to assign to another RIC or Committed Purchaser as provided in this paragraph), (iv) the RIC or Committed Purchaser, as applicable, shall assume all obligations, if any, of the assigning Conduit Purchaser under and in connection with this Agreement, and the assigning Conduit Purchaser shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Purchaser (if any) and the RIC or Committed Purchaser shall be several and not joint, (v) all distributions in respect of principal or interest shall be made to the assigning Conduit Purchaser and the RIC or Committed Purchaser, as applicable, on a pro rata basis according to their respective interests (or in the case of interest, the accrued amounts thereof), (vi) in the case of an assignment to a RIC, the Funding Rate used to calculate interest with respect to the portions of the Series 2012-VFN Note owned on behalf of the RIC and funded with commercial paper notes issued by the RIC from time to time shall be determined in the manner set forth in the definition of “CP Rate” on the basis of the discount or interest rates applicable to commercial paper issued by the RIC (rather than the assigning Conduit Purchaser), (vii) the defined terms and other terms and provisions of this Agreement and the other Series Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Agent may reasonably request to evidence and give effect to the foregoing. (b) Without the consent of the Transferor, each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement to any financial or other institution acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld). The parties to each such assignment shall execute and deliver an Assignment and Acceptance to the Administrative Agent, and the Administrative Agent shall promptly notify the Transferor of such assignment. From and after the effective date of such Assignment and Acceptance, the assigning Committed Purchaser shall be relieved of its obligations hereunder to the extent so assigned. (c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”) participating interests in all or a portion of its rights and obligations under this Agreement. Notwithstanding any such information until it has obtained an agreement from sale by a Purchaser of participating interests to a Participant, such assignee or participant or proposed assignee or participant Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the Transferor, each Managing Agent and the Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement. The Transferor also agrees that it each Participant shall treat as confidential (under terms mutually satisfactory be entitled to the Agent benefits of Article IX hereof; provided, however, that all amounts payable by the Transferor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold. (d) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletime as all amounts payable with respect to the Series 2012-VFN Note shall have been paid in full.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the SellersSeller, the Master ServicersServicer, the Performance Guarantor, the Agent, the Lender Lenders and their respective successors and permitted assigns. This Agreement and the each Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the each Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the a Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the such Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. Without limiting the foregoing, the Conduit Lender (if the Conduit Lender is Autobahn) may, in its sole discretion and at any time, assign its rights, obligations (if any) and interests under this Agreement to the Committed Lender and, at or after such time, the Conduit Lender may, in its sole discretion, cease to be a Conduit Lender and a Lender under this Agreement upon providing notice of such cessation to the Borrower. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of each of the Lender Lenders and the Agent. The parties to each assignment or participation made by the any Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerAgent. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers Borrower of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the each Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the such Lender by or on behalf of the GWG Parties, the Master Servicers Servicer or any other Person; provided, however, that the such Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender each party hereto and their respective permitted successors and permitted assigns. This assigns (including any subsequent Holders of the Notes); provided, however, neither the Contributor or the Issuer shall have the right to assign its rights or any claims hereunder or any interest herein (by operation of law or otherwise). (b) Each Financial Institution may at any time and from time to time assign to one or more Persons (each a “Purchasing Financial Institution”) all or any part of its rights and obligations under this Agreement and the Lenderrelated Liquidity Agreement pursuant to an assignment agreement, in form and substance satisfactory to the Lender Group Agents (the “Assignment Agreement”), executed by such Purchasing Financial Institution and such selling Financial Institution, provided, however, that, prior to the occurrence of a Termination Event or a downgrade of the credit rating of any CP Issuing Purchaser’s Commercial Paper in effect on the Restatement Date, the Contributor shall have consented (which consent may not be unreasonably withheld or delayed) to any assignments to Purchasing Financial Institutions other than Lender Group affiliates. Upon delivery of the executed Assignment Agreement to the Administrative Agent, such selling Financing Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by the Issuer, the Contributor, any Purchaser, the Purchasing Financial Institution or the Agents shall be required. (c) The Initial Purchasers and the Financial Institutions may, in the ordinary course of their respective business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of their respective rights and obligations under this Agreement. Notwithstanding any such sale by any Purchaser or Financial Institution of participating interests to a Participant, such person’s rights and obligations hereunder under this Agreement shall remain unchanged, the Purchasers and interest herein the Financial Institutions shall remain solely responsible for the performance thereof, and the Issuer and the Contributor shall continue to deal solely and directly with the Purchasers and the Financial Institutions in connection with the Purchasers’ and the Financial Institutions’ rights and obligations under this Agreement. Each of the Issuer and the Contributor also agrees that each Participant shall be assignable in whole or in part (including, without limitation, by way entitled to the benefits of the sale of participation interests therein) by the Lender and its successors and assignsArticle VIII hereof; provided, however, that all amounts payable by the Contributor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser or the Financial Institutions selling such participating interest had such interest not been sold. (d) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time (i) as all amounts payable with respect to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Notes shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment been indefeasibly paid in full and (ii) DZ Bank or any of its Affiliates shall remain all amounts owed to the Agent hereunder after any such assignmentAgents, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender Purchasers and the Agent. The parties to each assignment or participation made by the Lender pursuant to Financial Institutions under this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11Agreement, the Lender may, Indenture and each other Transaction Document shall have been indefeasibly paid in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Personfull; provided, however, that the Lender rights and remedies with respect to any breach of representations and warranties made by the Issuer or the Contributor pursuant to Article V hereof and the rights, remedies and provisions of Sections 2.05, 7.01, 7.02, Article VIII, and Sections 9.06, 9.11, 9.12 and 9.13 shall not disclose be continuing and survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. (a) This Agreement ----------------------------- shall be binding upon and inure to the benefit of the BorrowersSeller, the SellersServicer, the Master Servicers, the Performance Guarantor, the Deal Agent, the Lender Purchaser and their respective successors and permitted assignsassigns (which successors of the Seller shall include a trustee in bankruptcy). This Agreement shall create and constitute the Lender’s rights and continuing obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Lender and its successors and assignsTermination Date, as the Collection Date shall occur; provided, however, that the rights and remedies with respect to any breach of -------- ------- any representation and warranty made by the Seller pursuant to Article IV and ---------- the indemnification and payment provisions of Sections 2.08, 2.09 and 2.11, ------------- ---- ---- Article IX and Article X shall be continuing and shall survive any termination ---------- --------- of this Agreement for one year. (ib) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party The Seller may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Purchaser and the Deal Agent. . (c) The parties Purchaser may, without the consent of the Seller, assign at any time all of its rights and obligations hereunder and interest herein to each assignment any Person, except that if such Person is not FNBB, or participation made by any other Affiliate of FNBB, the Lender pursuant Purchaser shall be required to this Section 9.04 shall execute and deliver to acquire the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to prior written consent of the Deal Agent and the BorrowerSeller to any such assignment. Each such assignment or participation shall be effective as Any permitted assignee of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording Purchaser as described in the preceding sentence may further assign at any time its rights and obligations hereunder or interests herein with the consent of the Deal Agent and the Seller to the extent required in the preceding sentence. Upon any such assignment, the assignee shall succeed to and become vested with all the rights, powers, privileges and duties of the Purchaser, and the resigning Purchaser shall be discharged from its duties and obligations as Purchaser hereunder. The Agent Seller and the Servicer agree to execute or obtain such other documentation as may be reasonably requested by the assigning Purchaser in order to effectuate such assignment. (d) At any time and from time to time, the Purchaser may, without the consent of the Seller, assign all or a portion of its interests in Purchased Interests and Equipment Collateral hereunder, and all or a portion of its interests under the Facility Documents, to any or all of the Liquidity Providers or the Supplemental Enhancement Providers, and each of the Seller and the Servicer hereby acknowledge and agree that the obligations of the Purchaser to any such Liquidity Providers or Supplemental Enhancement Providers may from time to time be secured by an assignment by the Purchaser of its interests in Purchased Interests and Equipment Collateral hereunder, and under the Facility Documents. The Liquidity Providers and the Supplemental Enhancement Providers, or any agents therefor, shall notify also be entitled to sell their interests (or portions thereof) to other Liquidity Providers and Supplemental Enhancement Providers, or to any other Persons in connection with the Borrowers enforcement of any of the above-described security interests granted to the Liquidity Providers and/or the Supplemental Enhancement Providers by the Purchaser. The Purchaser, the Liquidity Provider or the Supplemental Enhancement Provider making any such assignment shall provide notice to the Seller of any assignment hereunder or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availablethereunder.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, the SellersServicer, the Master Servicers, the Performance Guarantor, the Program Agent, the Lender Managing Agents, the Purchasers and their respective successors and permitted assignsassigns (which successors of the Seller shall include a trustee in bankruptcy). This Agreement shall create and constitute the Lender’s rights and continuing obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by parties hereto in accordance with its terms, and shall remain in full force and effect until the Lender and its successors and assignsFinal Collection Date; provided, however, that (i) the rights and remedies with respect to any breach of any representation and warranty made by the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP RateSeller pursuant to Article IV, the commercial paper issued by such assignee indemnification and payment provisions of Sections 2.06, 2.07, 2.08, Article VI and Article VIII, and the provisions of Section 10.08 shall have a rating from a nationally recognized rating agency at least equal to the rating be continuing and shall survive any termination of the commercial paper of the Lender at the time of the applicable assignment and this Agreement. (iib) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party The Seller may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Purchasers and the Program Agent. The parties Each Conduit Purchaser may, without the consent of the Seller, assign at any time all or any portion of its rights and obligations hereunder and interests herein to each assignment or participation made by any Person. Any Committed Purchaser may, without the Lender pursuant to this Section 9.04 shall execute and deliver to consent of the Seller but with the consent of the Managing Agent for its acceptance and recording in its books and recordsthe Purchase Group of which it is a member, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of assign at any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation time all or any proposed assignment or participation pursuant portion of its rights and obligations hereunder and interests herein to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person; provided, however, that prior to the Lender Termination Date, no Committed Purchaser shall assign less than $50,000,000 of its Commitment hereunder to any Person without the prior written consent of the Seller, such consent not disclose to be unreasonably withheld. Upon any such information until it has obtained an agreement assignment, the assignee shall succeed to and become vested with all the rights, powers, privileges and duties of such Purchaser, and the resigning Purchaser shall be discharged from its duties and obligations as Purchaser hereunder. The Seller and the Servicer agree to execute or obtain such assignee or participant or proposed assignee or participant other documentation as may be reasonably requested by the assigning Purchaser in order to effectuate such assignment. Any Committed Purchaser may, without the consent of the Seller, sell participation interests in its Commitment hereunder; provided, however, that it shall treat as confidential (under terms mutually satisfactory after giving effect to the sale of such participation, such Committed Purchaser's obligations hereunder shall remain unchanged, such Committed Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations, all amounts payable to such Committed Purchaser hereunder shall be determined as if such Committed Purchaser had not sold such participation interest, and the Seller and the Program Agent shall continue to deal solely and directly with such Committed Purchaser and not be obligated to deal with such participant. No such participant shall be entitled to receive any greater Other Fees hereunder than the Purchaser selling such participation would otherwise be entitled to receive, or have the right to consent to any amendment, modification or waiver of any provision of this Agreement other than an amendment, modification or waiver which relates to the timing or amount of Capital, Yield or fees payable pursuant to the terms hereof. Notwithstanding any contrary provision contained in this Agreement, and notwithstanding that such assignment or participation may be permitted under this Section 10.04(b), no assignee of a Purchaser under this Section 10.04(b) shall be entitled to receive with respect to the rights and obligations assigned to it any greater Other Fees than the assignor Purchaser would have been entitled to receive with respect to those rights and obligations. (c) Notwithstanding any other provisions of this Agreement, any Purchaser may at any time create a security interest in all or participant a portion of its rights under this Agreement or proposed assignee or participant) any information obtained which is not already publicly known or availableother Facility Document in favor of the Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Binding Effect; Assignability. (a) This Agreement shall ----------------------------- be binding upon and inure to the benefit of each of the Borrowers, Seller and the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchaser and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party Seller -------- ------- may not assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender Purchaser. (b) Without limiting the foregoing, the Seller acknowledges that the Purchaser has and intends to sell percentage interests in the Receivables pursuant to the ▇▇▇▇▇▇ Agreement and/or the Citibank Agreement, including, without limitation, (i) the right of the Purchaser, at any time, to enforce this Agreement against the Seller and (ii) the right, at any time, to give or withhold consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, or the obligations in respect of the Seller and the AgentCollection Agent hereunder to the same extent as the Purchaser may do. The parties Seller agrees that the Agent (and any other permitted assignee of the Purchaser or the Agent under the ▇▇▇▇▇▇ Agreement or the Citibank Agreement) shall have the right, as the assignee of the Purchaser (or the assignee of such assignee), to each assignment or participation made by enforce this Agreement and to exercise directly all of the Lender pursuant Purchaser's rights and remedies under this Agreement to this Section 9.04 shall execute and deliver the same extent as the Purchaser might do. The Seller further agrees (i) to send to the Agent for a copy of all notices, financial statements and certificates required to be given by the Seller to the Purchaser hereunder and (ii) upon its acceptance receipt of a notice of further assignment by the Purchaser or an assignee of the Purchaser, to send the assignee identified in such notice a copy of all such notices and recording in its books other statements and records, an Assignment certificates required to be given by the Seller to the Purchaser hereunder. The Purchaser and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form the Seller each hereby acknowledge and substance to agree that the Agent and the Borrower. Each other parties to the ▇▇▇▇▇▇ Agreement and the Citibank Agreement have each relied upon the terms and provisions set forth in this Agreement in entering into such assignment or participation agreements. (c) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Facility Termination Date, as no Capital of any Share shall be effective as of the date specified in the applicable Assignment outstanding and Acceptance or all other agreement or instrument only after the execution, delivery, acceptance amounts then due and recording as described in the preceding sentence. The Agent payable under this Agreement shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Personhave been paid; provided, however, that the Lender shall not disclose -------- ------- rights and remedies with respect to any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential breach of (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participanti) any information obtained which is not already publicly known representation and warranty made by the Seller pursuant to Article IV, (ii) any covenant made by the Seller pursuant to Section 9.07 or available9.08, and (iii) the indemnification and reimbursement provisions of Article VIII and Section 9.06 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. This Certificate Purchase ----------------------------- Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, NFC, the Sellers, Administrative Agent and the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchasers party this Agreement and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way including any subsequent holders of the sale of participation interests therein) by the Lender and its successors and assignsSeries 2000-VFC Certificates); provided, however, that (i) the Seller shall not have -------- ------- the right to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Lender and the Administrative Agent. The parties Administrative Agent agrees that it shall not transfer a Series 2000-VFC Certificate without the Seller's consent, unless such transfer (x) is to each assignment a Purchaser, (y) is to a RIC or participation made by (z) occurs after the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as commencement of the date specified in Early Amortization Period. Without limiting the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11foregoing, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or Administrative Agent on behalf of the GWG PartiesConduit Purchaser may, from time to time, with prior or concurrent notice to the Seller and the Servicer, in one transaction or a series of transactions, assign all or a portion of a Series 2000-VFC Certificate and its rights and obligations under this Agreement to a RIC. Upon and to the extent of such assignment to a RIC, (i) the RIC shall be the owner of the assigned portion of the Series 2000- VFC Certificate, (ii) Bank of America (or an Affiliate thereof) will act as Administrative Agent for the RIC as well as for the assigning Conduit Purchaser, with all corresponding rights and powers, express or implied, granted herein to the Administrative Agent, (iii) the RIC and its Program Support Providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Purchaser and its Program Support Providers and other related parties, respectively, herein and in the other Series Documents (including, without limitation, any limitation on recourse against the assigning Conduit Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Purchaser, and the right to assign to another RIC as provided in this paragraph), (iv) the RIC shall assume all obligations, if any, of the assigning Conduit Purchaser under and in connection with this Certificate Purchase Agreement, and the assigning Conduit Purchaser shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Purchaser (if any) and the RIC shall be several and not joint, (v) all distributions in respect of principal or interest shall be made to the assigning Conduit Purchaser and the RIC, on a pro rata basis according to their respective interests (or in the case of interest, the Master Servicers or any other Person; providedaccrued amounts thereof), however, that (vi) the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory Funding Rate used to calculate the interest with respect to the portions of the Series 2000-VFC Certificates owned on behalf of the RIC and funded with commercial paper notes issued by the RIC from time to time shall be determined in the manner set forth in the definition of "CP Rate" on the basis of the discount or interest rates applicable to commercial paper issued by the RIC (rather than the assigning Conduit Purchaser), (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Agent may reasonably request to evidence and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availablegive effect to the foregoing.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit each of the BorrowersSeller, the Sellers, the Master Servicers, the Performance GuarantorCNAI, the Agent, the Lender Banks and their respective successors and permitted assigns. This Agreement , and shall inure to the Lender’s benefit of the Seller, CNAI, Citibank, the Agent, the Banks and any other Affected Persons and their respective successors and permitted assigns. (b) Neither the Seller nor any Bank may assign any of its rights and obligations hereunder and or any interest herein shall be assignable in whole or in part (including, without limitation, by way any Percentage Interest of such Bank) without the prior written consent of the sale Agent (which consent shall not be unreasonably withheld), except that any Bank may assign its rights and obligations hereunder and its interest herein to any other Bank, or any Affiliate of CNAI without such consent. Each of the Banks may, with the consent of the Seller (such consent not to be unreasonably withheld), assign its rights and obligations hereunder or interest herein to any Person. Notwithstanding anything in the foregoing to the contrary, any such permitted assignment of a Bank's rights and obligations hereunder, and interests herein (including, without limitation, any Percentage Interest of such Bank) shall be subject to the following requirements: (i) each such assignment shall be a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each assignment shall in no event be less than the lesser of $5,000,000 and the assigning Bank's Maximum Purchase, (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment of Purchase Commitment in the form of Exhibit A attached hereto, together with a processing and recordation fee of $2,500, and (iv) concurrently with such assignment, the assignor thereunder (other than CNAI or any of its Affiliates) shall assign to such assignee or such other Bank an equal percentage of its rights and obligations under the Asset Purchase Agreement, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in the Assignment of Purchase Commitment, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to this Agreement, have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to this Agreement, relinquish its rights and be released from its obligations under this Agreement (other than its obligations of confidentiality under Section 11.09) (and, in the case of an assignment covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (c) Furthermore, each Bank and its permitted assigns (as described above in Section 11.04(b) may, at any time, without the consent of the Seller, sell undivided participation interests thereinin all or any of its rights, obligations and interests (including, without limitation, such Bank's Percentage Interests in the Eligible Assets) by the Lender and its successors and assignshereunder; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP RateBank's obligations under this Agreement (including, the commercial paper issued by such assignee without limitation, its Purchase Commitment hereunder) shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and remain unchanged, (ii) DZ such Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver solely responsible to the Agent other parties hereto for its acceptance and recording in its books and recordsthe performance of such obligations, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to (iii) the Seller, the Agent and the Borrower. Each other Banks shall continue to deal solely and directly with such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, Bank in connection with any assignment such Bank's rights and obligations under this Agreement, and (iv) concurrently with such participation, the selling Bank thereunder shall sell to such bank or other entity a participation or any proposed assignment or participation pursuant to this Section 9.04in an equal percentage of its rights and obligations under the Asset Purchase Agreement, disclose to if any. (d) This Agreement shall create and constitute the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf continuing obligations of the GWG Partiesparties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Master Servicers or any other PersonTermination Date until the Collection Date; provided, however, that all representations, warranties and indemnities set forth herein, including, without limitation, in Articles IV, IV, VIII, X, and XI, and Section 2.14, shall be continuing and shall survive the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableCollection Date.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, the SellersServicer, the Master Servicers, the Performance Guarantor, the Program Agent, the Lender Managing Agents, the Purchasers and their respective successors and permitted assignsassigns (which successors of the Seller shall include a trustee in bankruptcy). This Agreement shall create and constitute the Lender’s rights and continuing obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by parties hereto in accordance with its terms, and shall remain in full force and effect until the Lender and its successors and assignsFinal Collection Date; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Article IV and the indemnification and payment provisions of Sections 2.06, 2.07, 2.08, Article VI and Article VIII shall be continuing and shall survive any termination of this Agreement. (ib) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party The Seller may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Purchasers and the Program Agent. The parties Each Conduit Purchaser may, without the consent of the Seller, assign at any time all or any portion of its rights and obligations hereunder and interests herein to each assignment or participation made by any Person. Any Committed Purchaser may, without the Lender pursuant to this Section 9.04 shall execute and deliver to consent of the Seller but with the consent of the Managing Agent for its acceptance and recording in its books and recordsthe Purchase Group of which it is a member, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of assign at any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation time all or any proposed assignment or participation pursuant portion of its rights and obligations hereunder and interests herein to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person; provided, however, that prior to the Lender Termination Date, no Committed Purchaser shall assign less than $50,000,000 of its Commitment hereunder to any Person without the prior written consent of the Seller, such consent not disclose to be unreasonably withheld. Upon any such information until it has obtained an agreement assignment, the assignee shall succeed to and become vested with all the rights, powers, privileges and duties of such Purchaser, and the resigning Purchaser shall be discharged from its duties and obligations as Purchaser hereunder. The Seller and the Servicer agree to execute or obtain such assignee or participant or proposed assignee or participant other documentation as may be reasonably requested by the assigning Purchaser in order to effectuate such assignment. Any Committed Purchaser may, without the consent of the Seller, sell participation interests in its Commitment hereunder; provided, however, that it shall treat as confidential (under terms mutually satisfactory after giving effect to the sale of such participation, such Committed Purchaser's obligations hereunder shall remain unchanged, such Committed Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations, all amounts payable to such Committed Purchaser hereunder shall be determined as if such Committed Purchaser had not sold such participation interest, and the Seller and the Program Agent shall continue to deal solely and directly with such Committed Purchaser and not be obligated to deal with such participant. No such participant shall be entitled to receive any greater Other Fees hereunder than the Purchaser selling such participation would otherwise be entitled to receive, or have the right to consent to any amendment, modification or waiver of any provision of this Agreement other than an amendment, modification or waiver which relates to the timing or amount of Capital, Yield or fees payable pursuant to the terms hereof. Notwithstanding any contrary provision contained in this Agreement, and notwithstanding that such assignment or participation may be permitted under this Section 10.04(b), no assignee of a Purchaser under this Section 10.04(b) shall be entitled to receive with respect to the rights and obligations assigned to it any greater Other Fees than the assignor Purchaser would have been entitled to receive with respect to those rights and obligations. (c) Notwithstanding any other provisions of this Agreement, any Purchaser may at any time create a security interest in all or participant a portion of its rights under this Agreement or proposed assignee or participant) any information obtained which is not already publicly known or availableother Facility Document in favor of the Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersIssuer, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Seller and Note Purchaser and their respective permitted successors and permitted assignsassigns (including any subsequent holders of the Initial Note in accordance with Section 10.04(d)); provided, however, except as provided in clause (d) below, neither Issuer nor Seller shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of Note Purchaser. (b) Note Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Agreement. This Agreement and the LenderNotwithstanding any such sale by Note Purchaser of participating interests to a Participant, Note Purchaser’s rights and obligations hereunder under this Agreement shall remain unchanged, Note Purchaser shall remain solely responsible for the performance thereof, and interest herein Issuer and Seller shall be assignable continue to deal solely and directly with Note Purchaser and shall have no obligations to deal with any Participant in whole or in part connection with Note Purchaser’s rights and obligations under this Agreement. (including, without limitation, by way c) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Initial Note shall have been paid in full. At any time, if the Collateral is liquidated, and the Notes are paid or extinguished and the obligations of the Note Purchaser to acquire Incremental Note Balances hereunder is terminated, the Basic Documents (including this Agreement) shall terminate except as otherwise provided in Section 10.10. (d) Note Purchaser may sell or assign the Initial Note only with the prior consent of Seller unless (i) such sale or assignment is to an Affiliate of participation interests thereinNote Purchaser or (ii) by such sale or assignment occurs following the Lender and its successors and assignsoccurrence of an Event of Default; provided, however, that this Section 10.04(d) shall not limit Note Purchaser’s right to (i) transfer its interest in the Initial Note in the form of a participation of an interest in the Initial Note to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Ratea Participant pursuant to Section 10.04(b), the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank pledge the Initial Note to secure an indebtedness or financing of the Note Purchaser or (iii) transfer the Initial Note pursuant to a repurchase agreement or similar arrangement. (e) In the event that Note Purchaser sells any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights participation or obligations hereunder assigns or transfers any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment Note, each Participant, successor or assign shall agree to make the representations and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described warranties in the preceding sentence. The Agent shall notify the Borrowers Section 6.01(c) of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableAgreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of each party hereto and their respective permitted successors and assigns (including any subsequent Holders of the BorrowersNotes); provided, however, neither the SellersContributor or the Issuer shall have the right to assign its rights or any claims hereunder or any interest herein (by operation of law or otherwise). (b) Each Financial Institution may at any time and from time to time assign to one or more Persons (each a "Purchasing Financial Institution") all or any part of its rights and obligations under this Agreement and the related Liquidity Agreement pursuant to an assignment agreement, in form and substance satisfactory to the Master ServicersAgent (the "Assignment Agreement"), executed by such Purchasing Financial Institution and such selling Financial Institution. Upon delivery of the Performance Guarantor, executed Assignment Agreement to the Agent, such selling Financing Institution shall be released from its obligations hereunder to the Lender and their respective successors and permitted assignsextent of such assignment. This Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the Lender’s rights and obligations hereunder of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and interest herein no further consent or action by the Issuer, the Contributor, any Purchaser, the Purchasing Financial Institution or the Agent shall be assignable required. (c) The Purchasers and the Financial Institutions may, in whole the ordinary course of their respective business and in accordance with applicable law, at any time sell to one or more Persons (each, a "Participant"), participating interests in part (includingall or a portion of their respective rights and obligations under this Agreement. Notwithstanding any such sale by any Purchaser or Financial Institution of participating interests to a Participant, without limitationsuch person's rights and obligations under this Agreement shall remain unchanged, by way the Purchasers and the Financial Institutions shall remain solely responsible for the performance thereof, and the Issuer and the Contributor shall continue to deal solely and directly with the Purchasers and the Financial Institutions in connection with the Purchasers' and the Financial Institutions' rights and obligations under this Agreement. Each of the sale Issuer and the Contributor also agrees that each Participant shall be entitled to the benefits of participation interests therein) by the Lender and its successors and assignsArticle VIII hereof; provided, however, that all amounts payable by the Contributor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser or the Financial Institutions selling such participating interest had such interest not been sold. (d) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time (i) as all amounts payable with respect to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Notes shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment been indefeasibly paid in full and (ii) DZ Bank or any of its Affiliates shall remain all amounts owed to the Agent hereunder after any such assignmentAgent, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender Purchasers and the Agent. The parties to each assignment or participation made by the Lender pursuant to Financial Institutions under this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11Agreement, the Lender may, Indenture and each other Transaction Document shall have been indefeasibly paid in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Personfull; provided, however, that the Lender rights and remedies with respect to any breach of representations and warranties made by the Issuer and the Contributor pursuant to Article V hereof and the rights, remedies and provisions of Sections 2.04, 2.05, 7.01, 7.02, Article VIII, 9.06, 9.12 and 9.13 shall not disclose be continuing and survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, each Lender and the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Administrative Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole The Borrower may not assign, transfer, hypothecate or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign otherwise convey any of its rights or obligations hereunder or any interest interests herein without the express prior written consent of the Requisite Lenders and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void. (b) Any assignment by a Lender shall (i) require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.02(b) or otherwise in form and substance satisfactory to the Administrative Agent, and acknowledged by, the Administrative Agent and other than in the case of an assignment by a Lender to one of its Affiliates, the consent of the Administrative Agent and, only if and so long as no Event of Default has occurred and is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed); provided, further that assignments by a Lender to a SPV or any Affiliate of the Agent or any Lender shall not be subject to the consent of the Borrower; (ii) if a partial assignment, (A) be in an amount at least equal to $10,000,000 and, after giving effect to any such partial assignment, the assigning Lender shall have retained a Revolving Commitment in an amount at least equal to $10,000,000 and (B) constitute a ratable assignment of the Maximum Revolving Credit Amount and the Term Loan such that, after giving effect to such assignment, such assignee Lender’s and assignor Lender’s respective pro rata shares of the outstanding Term Loan and outstanding Maximum Revolving Credit Amount shall be equal; (iii) require the delivery to the Administrative Agent by the assignee or participant, as the case may be, of any forms, certificates or other evidence described in Section 2.10(e), (iv) other than in the case of an assignment by a Lender to one of its Affiliates, include a payment to the Administrative Agent by the assignor or assignee Lender of an assignment fee of $3,500 and (v) any assignment by a Non-Funding Lender (including any Affiliate thereof) shall require the prior written consent of the Lender and the Administrative Agent. The parties to each In the case of an assignment or participation made by the a Lender pursuant to under this Section 9.04 12.02, the assignee shall execute and deliver have, to the Agent for its acceptance extent of such assignment, the same rights, benefits and recording in its books and records, an Assignment and Acceptance or obligations as it would if it were a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerLender hereunder. Each such assignment or participation The assigning Lender shall be effective as relieved of its obligations hereunder with respect to its Revolving Commitment or assigned portion thereof from and after the date of such assignment. The Borrower hereby acknowledges and agrees that any assignment made in accordance with this Section 12.02(b) will give rise to a direct obligation of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose Borrower to the assignee or participant or proposed and that the assignee or participant any information relating shall thereupon be a “Lender” for all purposes. In all instances, each Lender’s obligation to the GWG Parties make Revolving Credit Advances hereunder shall be several and the Collateral furnished not joint and shall be limited to the Lender by or on behalf such Lender’s Pro Rata Share of the GWG Parties, Revolving Commitment. In the Master Servicers event any Lender assigns or otherwise transfers all or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available.part of a Note,

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the BorrowersIssuer, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Depositor and each Purchaser and their respective permitted successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way including any subsequent holders of the sale of participation interests therein) by the Lender and its successors and assignsNotes); provided, however, that except as provided in clause (id) to below, neither the extent any assignee of Issuer nor the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Depositor shall have a rating from a nationally recognized rating agency at least equal any right to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its their respective rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Purchasers. (b) Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by such Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with such Purchaser and shall have no obligations to deal with any Participant in connection with any such Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Notes shall have been paid in full. (d) Each Group Noteholder may sell or assign its Note or its right and obligations hereunder and thereunder, including its outstanding Note Principal Balance, only with the prior consent of the Originator unless (i) such sale or assignment is to an Affiliate of such Purchaser or participation another member of its Ownership Group or to another Conduit Purchaser of the same rating at the time of such transfer sponsored or administered by such Group Noteholder or any proposed of its Affiliates, (ii) such sale or assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or participation (iii) the Depositor or the Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, a Purchaser shall have the right to sell or finance the Note pursuant to this Section 9.04a repurchase, disclose to financing or similar transaction without the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf consent of the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableOriginator.

Binding Effect; Assignability. (a) This Agreement shall be binding upon upon, and inure to the benefit of the Borrowersof, the SellersInitial Noteholders, each Variable Funding Note Noteholder, the Issuer, the Master Servicers, the Performance Guarantor, the Agent, the Lender Servicer and their respective successors and permitted assigns. This Agreement and . (b) Neither the Lender’s rights and obligations hereunder and interest herein Issuer nor the Master Servicer shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its respective rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Initial Noteholders and the Agenteach Variable Funding Note Noteholder. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in In connection with any such assignment the assignee shall expressly agree to assume all the obligations of the Issuer or the Master Servicer, as applicable, hereunder and no such assignment made without the prior consent of each such Noteholder shall relieve the Issuer or the Master Servicer, as applicable, of any of its obligations hereunder, and no assignment permitted hereunder shall relieve the Issuer or the Master Servicer, as applicable, from any obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (c) Each Initial Noteholder and each Variable Funding Note Noteholders may, at any time, (i) sell, assign, grant undivided participation interests in all or part of the obligations due to it under this Agreement and in respect of its interest in a Note to any of its Affiliates or any Person that is not a Competitor without the consent of the Issuer, or (ii) otherwise sell, assign or transfer all or part of the obligations due to it under this Agreement and in respect of its interest in a Note to any of its Affiliates without the consent of the Issuer or, unless and Event of Default has occurred and is continuing, to any other Person with the consent of the Issuer to the extent such Person is a Competitor; provided, however, that any such sale, assignment or grant of a participation interest shall be effected in compliance with Section 4.04 of the Indenture. Each Noteholder that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Issuer, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Notes or other obligations under the Transaction Documents (the “Participant Register”); provided that no Noteholder shall have any obligation to disclose all or any proposed assignment or participation pursuant to this Section 9.04, disclose to portion of the assignee or Participant Register (including the identity of any participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished a participant's interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the Lender by extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or on behalf other obligation is in registered form under Section 5f.103-1(c) of the GWG PartiesUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Noteholder shall treat each Person whose name is recorded in the Master Servicers or Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any other Personnotice to the contrary. This Section 8.03(c) shall be construed so that the Notes are at all times maintained in “registered form” within the meanings of Code Sections 163(f), 871(h)(2), and 881(c)(2) and any related regulations (and any successor provisions). EAST\147727759.5 (d) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Funding Period Termination Date; provided, however, that the Lender rights and remedies with respect to any breach of any representation, warranty or covenant made by the Issuer or Master Servicer pursuant to Article IV and Article V, as applicable, shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant termination of this Agreement. (e) Each Holder hereby acknowledges that it is subject to and bound by the provisions of Section 3.04 and 11.12 of the Servicing Agreement in accordance with the terms thereof, which shall treat as confidential (under terms mutually satisfactory remain in full force and effect until terminated pursuant to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableSection 11.07 thereof.

Binding Effect; Assignability. (a) This Certificate Purchase Agreement shall be binding upon and inure to the benefit of the BorrowersTrust, the Sellers, Depositor and the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchaser and their respective permitted successors and permitted assigns. This Agreement assigns (including any subsequent holders of the Purchased Certificates); (b) The Purchaser may, in the ordinary course of its business and the Lender’s in accordance with applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a "Participant"), participating interests in all or a portion of its rights and obligations hereunder under this Certificate Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser's rights and interest herein obligations under this Certificate Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Trust and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with the Purchaser's rights and obligations under this Certificate Purchase Agreement. Each of the Trust and the Depositor also agrees that each Participant shall be assignable in whole or in part (including, without limitation, by way entitled to the benefits of the sale of participation interests therein) by the Lender and its successors and assignsArticle IX hereof; provided, however, that (i) all amounts payable by the Trust or the Depositor to the extent any assignee Participant shall be limited to the amounts which would have been payable directly to the Purchaser with respect to such participating interest had the Purchaser, rather than the participant, held such participating interest. (c) This Certificate Purchase Agreement shall create and constitute the continuing obligation of the Lender will be funding Advances through parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Purchased Certificates shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording been paid in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availablefull.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersIssuer, Seller, the Sellers, the Master Servicers, the Performance Guarantor, the Note Purchaser Agent, the Lender New Note Purchasers and their respective permitted successors and permitted assignsassigns (including any subsequent holders of the New Note in accordance with Section 11.04(d)); provided, however, except as provided in clause (d) below, neither Issuer nor Seller shall have any right to assign their respective rights hereunder or interest herein (by operation of law or otherwise) without the prior written consent of the Note Purchaser Agent. This The Issuing Bank shall be an express third-party beneficiary of this Agreement, entitled to exercise rights (but without obligations, except as to any obligations that the Issuing Bank may have as an Indemnified Party under Article IX) under this Agreement in the same manner as if it were a party hereto. (b) Any Investor or Liquidity Bank may, in the ordinary course of its business and in accordance with the LenderBasic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Agreement. Notwithstanding any such sale by any New Note Purchaser of participating interests to a Participant, such New Note Purchaser’s rights and obligations under this Agreement shall remain unchanged, such New Note Purchaser shall remain solely responsible for the performance thereof, and Issuer and Seller shall continue to deal solely and directly with such New Note Purchaser and shall have no obligations to deal with any Participant in connection with such New Note Purchaser’s rights and obligations under this Agreement. (c) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Notes shall have been paid in full. At any time, if the Collateral is liquidated, the Notes are paid or extinguished, the Aggregate L/C Amount has been reduced to zero and the obligations of the New Note Purchaser to acquire Incremental Note Balances and to cause Letters of Credit to be issued hereunder is terminated, the Basic Documents (including this Agreement) shall terminate except as otherwise provided in Section 11.10. (d) Any New Note Purchaser may sell or assign all or a portion of its Note and other rights and obligations under this Agreement, including any related Liquidity Bank Commitment only with the prior consent of Seller unless (i) such sale or assignment is to an Eligible Assignee or (ii) such sale or assignment occurs following the occurrence of an Event of Default; provided, however, that this Section 11.04(d) shall not limit any New Note Purchaser’s right to (i) transfer its interest herein shall be assignable in whole its Note in the form of a participation of an interest in its Note to a Participant pursuant to Section 11.04(b), (ii) pledge or grant a security interest in part its Note or its rights under this Agreement, any other Basic Document or its Asset Purchase Agreement to secure an indebtedness or other obligations of such New Note Purchaser (including, without limitation, by way obligations to any Federal Reserve Bank), (iii) transfer its Note pursuant to a repurchase agreement or similar arrangement or (iv) if such assignor is an Investor, assign all or part of its rights and obligations herein (including ownership of all or a part of its Note), including, without limitation, to a Liquidity Bank pursuant to the sale Asset Purchase Agreement; provided, that such Investor shall notify the Note Purchaser Agent and the Seller of participation interests thereinany such assignment. (e) by the Lender Notwithstanding Section 11.04(d), each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Liquidity Bank Commitment and its successors and assignsNote or interests therein owned by it); provided, however, that (i) to the extent any assignee each such assignment shall be of the Lender will be funding Advances through the issuance a constant, and not a varying, percentage of commercial paper such that the Advances will accrue interest at the CP Rateall rights and obligations under this Agreement, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any the amount being assigned pursuant to each such assignment (determined as of its Affiliates shall remain the Agent hereunder after any date of the Assignment and Acceptance with respect to such assignment, unless prohibited by applicable law. No GWG Party may assign any ) shall in no event be less than the lesser of its rights or obligations hereunder or any interest herein without the prior written consent (x) $10,000,000 and (y) all of the Lender and assigning Liquidity Bank’s Liquidity Bank Commitment, (iii) the Agent. The parties to each such assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent Note Purchaser Agent, for its acceptance and recording in its books and recordsrecording, an Assignment and Acceptance or Acceptance, together with a participation agreement processing and recordation fee of $2,500, and (iv) concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other transfer instrument reasonably satisfactory in form Eligible Assignee an equal percentage of its rights and substance obligations under the Asset Purchase Agreement (or, if such assignor Liquidity Bank is Citibank, it shall arrange for such assignee Liquidity Bank or other Eligible Assignee to become a party to the Agent and Asset Purchase Agreement for a maximum principal amount equal to the Borrowerassignee’s Liquidity Bank Commitment). Each Upon such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Liquidity Bank hereunder and (y) the assigning Liquidity Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the preceding sentence. The Agent case of an Assignment and Acceptance covering all or the remaining portion of an assigning Liquidity Bank’s rights and obligations under this Agreement, such Liquidity Bank shall notify cease to be a party hereto). (f) In the Borrowers of event that New Note Purchaser sells any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or assigns or transfers any proposed assignment interest in the Note, (x) each Participant, successor or participation pursuant assign (other than a Federal Reserve Bank) shall agree to make the representations and warranties in Section 6.01(c) of this Section 9.04, disclose to Agreement and (y) such New Note Purchaser or the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or Note Purchaser Agent on behalf of such New Note Purchaser shall provide the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose Seller with notice of any such information until it has obtained an agreement from such assignee assignment or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletransfer.

Binding Effect; Assignability. This Agreement shall become effective when it shall have been executed by the Initial Originator, the Originator Agent, the Collection Agent, EFH Corp. and the Buyer, and thereafter shall be binding upon and inure to the benefit of the BorrowersInitial Originator, the SellersOriginator Agent, any Additional Originator (upon its execution and delivery of an Additional Originator Supplement Agreement), the Master ServicersCollection Agent, EFH Corp., the Performance GuarantorBuyer and each other Indemnified Party, except that each of the Originators, the Originator Agent, the Lender Collection Agent and their respective successors and permitted assigns. This Agreement and EFH Corp. shall not have the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) right to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender Buyer and each Administrative Agent, and the Buyer shall not have the right to assign its rights or obligations hereunder or any interest herein other than to the First Lien Agent pursuant to the First Lien Receivables Financing Agreement and, on or after the Second Lien Effective Date, to the Second Lien Agent pursuant to the Second Lien Loan Documents, without the prior written consent of each Originator, the Originator Agent, the Collection Agent, EFH Corp. and each Administrative Agent. The This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until the later of the Termination Date and the date on which (x) the Facility Principal shall have been reduced to each assignment or participation made zero and all other amounts due to the First Lien Agent, the Group Managing Agents, the Banks and the Investors under the First Lien Loan Documents shall have been paid and (y) after the Second Lien Effective Date, the date following the Maturity Date upon which no principal shall be outstanding and no other amounts are payable by the Lender pursuant to this Section 9.04 shall execute and deliver to Buyer under the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other PersonSecond Lien Loan Documents; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by an Originator, the Lender Collection Agent or EFH Corp. pursuant to Article IV, the indemnification provisions of Article VII and Sections 8.04 and 8.05 shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the BorrowersTransferor, The Bon-Ton Department Stores, Inc., the Sellers, Agents and the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchasers party to this Note Purchase Agreement and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way including any subsequent holders of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other PersonClass A Notes); provided, however, that the Lender Transferor shall not disclose have the right to assign its rights hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of all of the Agents. (b) Without the consent of the Transferor, each Committed Purchaser party to this Note Purchase Agreement may assign all or a portion of its rights and obligations under this Note Purchase Agreement to any financial or other institution acceptable to the Managing Agent of its Purchase Group. The parties to each such assignment shall execute and deliver an Assignment and Acceptance to the Class A Agent, and the Class A Agent shall promptly notify the Transferor of such assignment. From and after the effective date of such Assignment and Acceptance, the assigning Committed Purchaser of its obligations hereunder to the extent so assigned. (c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a "Participant") participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such information until it has obtained an agreement from sale by a Purchaser of participating interests to a Participant, such assignee or participant or proposed assignee or participant Purchaser's rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the Transferor and the Agents shall continue to deal solely and directly with such Purchaser in connection with such Purchaser's rights and obligations under this Note Purchase Agreement. The Transferor also agrees that it each Participant shall treat as confidential (under terms mutually satisfactory be entitled to the Agent benefits of Article IX hereof; provided, however, that all amounts payable by the Transferor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold. (d) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletime as all amounts payable with respect to the Class A Note shall have been paid in full.

Binding Effect; Assignability. This Agreement shall be ----------------------------- binding upon and inure to the benefit of the BorrowersOriginator, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Buyer and their respective respec tive successors and permitted assignsassigns (including any trustee in bankruptcy). This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party The Originator may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Buyer and its assignees. The Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Originator. Without limiting the foregoing, the Originator acknowledges that the Buyer, pursuant to the Purchase Agreement, shall assign to the Agent, for the benefit of the Purchasers, its rights, remedies, powers and privileges hereunder and that the Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Purchase Agreement. The Originator agrees that the Agent, as the assignee of the Buyer, shall, subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of the Buyer's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the Buyer to be given or withheld hereunder) and the Agent. The parties Originator agrees to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to cooperate fully with the Agent and the BorrowerServicer in the exercise of such rights and remedies. Each The Originator further agrees to give to the Agent copies of all notices it is required to give to the Buyer hereunder. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and, subject to the proviso in SECTION 1.1(C), shall remain in full force and effect until such assignment or participation time, after the Termination Date, as the Aggregate Unpaids shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the executionequal to zero; PROVIDED, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person; provided, howeverHOWEVER, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential rights and remedies with respect to (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participanti) any information obtained which is not already publicly known or availablebreach of any representation and warranty made by the Originator pursuant to Article II, (ii) the indemnification and payment provisions of Article VII, and (iii) SECTION 8.5 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender each party hereto and their respective permitted successors and permitted assigns. This assigns (including any subsequent Holders of the Notes); provided, however, neither the Contributor or the Issuer shall have the right to assign its rights or any claims hereunder or any interest herein (by operation of law or otherwise). (b) Each Financial Institution may at any time and from time to time assign to one or more Persons (each a “Purchasing Financial Institution”) all or any part of its rights and obligations under this Agreement and the Lenderrelated Liquidity Agreement pursuant to an assignment agreement, in form and substance satisfactory to the Lender Group Agents (the “Assignment Agreement”), executed by such Purchasing Financial Institution and such selling Financial Institution, provided, however, that, prior to the occurrence of a Termination Event or a downgrade of the credit rating of any CP Issuing Purchaser’s Commercial Paper in effect on the Initial Funding Date, the Contributor shall have consented (which consent may not be unreasonably withheld or delayed) to any assignments to Purchasing Financial Institutions other than Lender Group affiliates. Upon delivery of the executed Assignment Agreement to the Administrative Agent, such selling Financing Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by the Issuer, the Contributor, any Purchaser, the Purchasing Financial Institution or the Agents shall be required. (c) The Initial Purchasers and the Financial Institutions may, in the ordinary course of their respective business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of their respective rights and obligations under this Agreement. Notwithstanding any such sale by any Purchaser or Financial Institution of participating interests to a Participant, such person’s rights and obligations hereunder under this Agreement shall remain unchanged, the Purchasers and interest herein the Financial Institutions shall remain solely responsible for the performance thereof, and the Issuer and the Contributor shall continue to deal solely and directly with the Purchasers and the Financial Institutions in connection with the Purchasers’ and the Financial Institutions’ rights and obligations under this Agreement. Each of the Issuer and the Contributor also agrees that each Participant shall be assignable in whole or in part (including, without limitation, by way entitled to the benefits of the sale of participation interests therein) by the Lender and its successors and assignsArticle VIII hereof; provided, however, that all amounts payable by the Contributor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser or the Financial Institutions selling such participating interest had such interest not been sold. (d) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time (i) as all amounts payable with respect to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Notes shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment been indefeasibly paid in full and (ii) DZ Bank or any of its Affiliates shall remain all amounts owed to the Agent hereunder after any such assignmentAgents, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender Purchasers and the Agent. The parties to each assignment or participation made by the Lender pursuant to Financial Institutions under this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11Agreement, the Lender may, Indenture and each other Transaction Document shall have been indefeasibly paid in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Personfull; provided, however, that the Lender rights and remedies with respect to any breach of representations and warranties made by the Issuer or the Contributor pursuant to Article V hereof and the rights, remedies and provisions of Sections 2.04, 2.05, 7.01, 7.02, Article VIII, and Sections 9.06, 9.11, 9.12 and 9.13 shall not disclose be continuing and survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the BorrowersOriginators, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Buyer and their respective successors and permitted assignsassigns (including any trustee in bankruptcy). This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way Neither of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party Originators may assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Buyer and the AgentSurety Provider. The parties Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Originators but with prior written consent of Surety Provider. Without limiting the foregoing, each assignment or participation made by of the Lender Originators acknowledges that the Buyer, pursuant to this Section 9.04 the Sale Agreement, shall execute sell the Receivables and deliver the Related Security and Collections to Funding, and Funding in turn, pursuant to the Purchase Agreement shall assign to the Agent, for the benefit of North Coast and the Surety Provider, its rights, remedies, powers and privileges thereunder and that the Agent for its acceptance may further assign such rights, remedies, powers and recording privileges to the extent permitted in its books the Purchase Agreement. Originators agree, that the Agent and recordsthe Surety Provider shall, an Assignment subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and Acceptance to exercise directly all of the Buyer's rights and remedies under this Agreement (including, without limitation, the right to give or a participation agreement withhold any consents or other transfer instrument reasonably satisfactory approvals of the Buyer to be given or withheld hereunder) and each of the Originators agrees to cooperate fully with the Agent and Surety Provider in form the exercise of such rights and substance remedies. Each of the Originators further agrees to give to the Agent and Surety Provider copies of all notices it is required to give to the BorrowerBuyer hereunder. Each This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and, subject to the first sentence of Section 1.1(b), shall remain in full force and effect until such assignment or participation time, after the Termination Date, as the Aggregate Unpaids shall be effective as of the date specified equal to zero and Policy shall no longer be in the applicable Assignment full force and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Personeffect; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential rights and remedies with respect to (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participanti) any information obtained which is not already publicly known or availablebreach of any representation and warranty made by either of the Originators pursuant to Article II, (ii) the indemnification and payment provisions of Article VII, and (iii) Section 8.5 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon the Originator, the Buyer and their respective successors and permitted assigns and shall inure to the benefit of the BorrowersOriginator, the SellersBuyer, the Master Servicers, the Performance Guarantor, the Agent, the Lender and their respective successors and permitted assigns. This Agreement and Except as provided in Section 9.04(b) neither the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part Originator nor the Buyer (including, without limitation, by way of nor the sale of participation interests thereinServicer (except as expressly permitted pursuant to Section 6.01)) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender and the Agentother party hereto. The parties Originator further agrees to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver send to the Program Agent for its acceptance copies of all notices and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance reports required to be delivered to the Agent Buyer hereunder. This Agreement shall create and constitute the Borrower. Each such assignment or participation shall be effective as continuing obligations of the date specified parties hereto in the applicable Assignment accordance with its terms, and Acceptance or other agreement or instrument only shall remain in full force and effect until such time, after the execution, delivery, acceptance and recording as described in Termination Date until the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other PersonCollection Date; provided, however, that the Lender rights and remedies with respect to any breach of any representation and warranty made by the Originator pursuant to Article IV and the indemnification and payment provisions of Article VIII and Section 9.06 shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant termination of this Agreement. (b) The Originator acknowledges that it shall treat as confidential (under terms mutually satisfactory the Buyer will assign to the Agent Trustee, for the benefit of the holders of the debt issued thereunder (pursuant to the Indenture), all of its rights, remedies, powers and privileges hereunder and that Trustee may further assign such rights, remedies, powers and privileges to the extent permitted in the Indenture and the other Facility Documents. The Originator agrees that the Trustee, as the assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableof the Buyer, shall, subject to the terms of the Indenture and the other Facility Documents, have the right to enforce this Agreement and to exercise directly all of the Buyer's rights and remedies under this Agreement, and the Originator agrees to cooperate fully with the Trustee and the Servicer in the exercise of such rights and remedies.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, the Sellers, the Master Servicers, the Performance GuarantorServicer, the Agent, the Lender Owners and their respective successors and permitted assigns. This Agreement and the Lender’s each Owner's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, including by way of the sale of participation interests therein) by the Lender such Owner and its successors and assigns; provided, however, that the Purchaser may only assign its rights and obligations as the "Purchaser" hereunder (i) as distinguished from its rights and obligations as an "Owner" hereunder), in whole, to another Issuer acceptable to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP RatePurchaser, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any and, upon such assignment, unless prohibited by applicable lawsuch assigning Purchaser shall cease to be the Purchaser hereunder. No GWG Party Neither the Seller nor the Servicer may assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Owners and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 10.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerSeller, and which shall provide that the parties thereto agree to be bound by Section 10.12 of this Agreement. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers Seller of any assignment or participation thereof made pursuant to this Section 9.0410.04. Subject to Section 9.11, the Lender The Purchaser or any Owner may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.0410.04, disclose to the assignee or participant or proposed assignee or participant who agrees to abide by the provisions of Section 10.12 any information relating to the GWG Parties Seller and the Collateral Percentage Interests furnished to the Lender such Owner by or on behalf of the GWG Parties, Seller or the Master Servicers Servicer. Notwithstanding the fact that the Purchaser or any other Owner, as a result of its having assigned all of its remaining rights, interests, duties and obligations hereunder, shall cease to be the Purchaser or an Owner for purposes hereof, such assigning Purchaser or Owner, as the case may be, shall continue to be entitled to all rights of indemnity and reimbursement from the Seller under this Agreement for any indemnifiable or reimbursable costs, expenses or liabilities incurred or arising out or in connection with such Person; provided, however, that 's acting as the Lender shall not disclose any such information until it has obtained Purchaser or an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (Owner under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availablethis Agreement.

Binding Effect; Assignability. (a) This Purchase Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, the Sellers, the Master Servicers, the Performance GuarantorServicer, the Agent, the Lender Purchaser and their respective successors and permitted assignsassigns (which successors of the Seller shall include a trustee in bankruptcy). This Purchase Agreement shall create and constitute the Lender’s rights and continuing obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by parties hereto in accordance with its terms, and shall remain in full force and effect until the Lender and its successors and assignsFinal Collection Date; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Article IV and the indemnification and payment provisions of Sections 2.06, 2.07, 2.08, Article VIII and this Section 9.04 shall be continuing and shall survive any termination of this Purchase Agreement. (ib) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party The Seller may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Purchaser and the Agent. The parties Purchaser may, (i) without the consent of the Seller, assign at any time all or any portion of its rights and obligations hereunder and interests herein to each assignment (a) BTMU, any Affiliate of BTMU or participation made any special purpose receivables investment vehicle managed by BTMU or any Affiliate of BTMU, or (b) any Liquidity Provider and (ii) with the Lender pursuant consent of the Seller (such consent not to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent be unreasonably withheld) and the Borrower. Each such assignment Agent, assign at any time all or participation shall be effective as any portion of the date specified in the applicable Assignment its rights and Acceptance or other agreement or instrument only after the execution, delivery, acceptance obligations hereunder and recording as interests herein to any Person not described in the preceding sentenceclause (i). The Agent shall notify the Borrowers of Upon any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11such assignment, the Lender mayassignee shall succeed to and become vested with all the rights, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04powers, disclose to privileges and duties of the assignee or participant or proposed assignee or participant any information relating to the GWG Parties Purchaser, and the Collateral furnished to the Lender by or on behalf resigning Purchaser shall be discharged from its duties and obligations as Purchaser hereunder. (c) Notwithstanding any other provisions of the GWG Partiesthis Purchase Agreement, the Master Servicers Purchaser may at any time create a security interest in all or a portion of its rights under this Purchase Agreement or any other Person; provided, however, that Facility Document in favor of the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. (under terms mutually satisfactory to the Agent d) Each Liquidity Provider and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableeach other Affected Party are express third party beneficiaries hereof. The Originators are express third party beneficiaries of Section 9.09.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the SellersSeller, the Master ServicersServicer, the Performance Guarantor, the Agent, the Lender Lenders and their respective successors and permitted assigns. This Agreement and the each Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the each Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the a Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the such Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. Without limiting the foregoing, the Conduit Lender (if the Conduit Lender is Autobahn) may, in its sole discretion and at any time, assign its rights, obligations (if any) and interests under this Agreement to the Committed Lender and, at or after such time, the Conduit Lender may, in its sole discretion, cease to be a Conduit Lender and a Lender under this Agreement upon providing notice of such cessation to the Borrower. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of each of the Lender Lenders and the Agent. The parties to each assignment or participation made by the any Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerAgent. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers Borrower of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the each Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the such Lender by or on behalf of the GWG Parties, the Master Servicers Servicer or any other Person; provided, however, that the such Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available.. 63

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, each Purchaser and the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Administrative Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole The Seller may not assign, transfer, hypothecate or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign otherwise convey any of its rights or obligations hereunder or any interest interests herein without the express prior written consent of the Requisite Purchasers and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Seller without the prior express written consent of the Requisite Purchasers and the Administrative Agent shall be void. (b) The Seller hereby consents to any Purchaser’s assignment or pledge of, and/or sale of participations in, at any time or times after the Effective Date of the Related Documents, Capital Investment and any Commitment or of any portion thereof or interest therein, including any Purchaser’s rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not, made in accordance with this Section 12.02(b). Any assignment by a Purchaser shall (i) require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.02(b) or otherwise in form and substance satisfactory to the Administrative Agent, and acknowledged by, the Administrative Agent, a copy of which is delivered to the Seller, and other than in the case of an assignment by a Purchaser to one of its Affiliates, the written consent of the Administrative Agent and, only if and so long as no Termination Event has occurred and is continuing, the Seller (which consent shall not be unreasonably withheld or delayed); (ii) if a partial assignment, be in an amount at least equal to $5,000,000 and, after giving effect to any such partial assignment, the assigning Purchaser shall have retained Commitments in an amount at least equal to $5,000,000; (iii) require the delivery to the Seller and Administrative Agent by the assignee or participant, as the case may be, of any forms, certificates or other evidence with respect to United States tax withholding matters, and (iv) other than in the case of an assignment by a Purchaser to one of its Affiliates, include a payment to the Administrative Agent by the assignor or assignee Purchaser of an assignment fee of $3,500; and (v) any assignment by a Non-Funding Purchaser (including to any Affiliate thereof) shall require the prior written consent of the Lender and the Administrative Agent. The parties to each In the case of an assignment or participation made by the Lender pursuant to a Purchaser under this Section 9.04 12.02, the assignee shall execute and deliver have, to the Agent for its acceptance extent of such assignment, the same rights, benefits and recording in its books and records, an Assignment and Acceptance or obligations as it would if it were a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerPurchaser hereunder. Each such assignment or participation The assigning Purchaser shall be effective as relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. The Seller hereby acknowledges and agrees that any assignment made in accordance with this Section 12.02(b) will give rise to a direct obligation of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose Seller to the assignee and that the assignee shall thereupon be a “Purchaser” for all purposes. In all instances, each Purchaser’s obligation to make Purchases and maintain Capital Investment hereunder shall be several and not joint and shall be limited to such Purchaser’s Pro Rata Share of the applicable Commitment. Notwithstanding the foregoing provisions of this Section 12.02(b), any Purchaser may at any time pledge or participant assign all or proposed assignee or participant any information relating to the GWG Parties portion of such Purchaser’s rights under this Agreement and the Collateral furnished other Related Documents to the Lender by any Federal Reserve Bank or on behalf to any holder or trustee of the GWG Parties, the Master Servicers or any other Personsuch Purchaser’s securities; provided, however, that no such pledge or assignment to any Federal Reserve Bank, holder or trustee shall release such Purchaser from such Purchaser’s obligations hereunder or under any other Related Document and no such holder or trustee shall be entitled to enforce any rights of such Purchaser hereunder unless such holder or trustee becomes a Purchaser hereunder through execution of an Assignment Agreement as set forth above. (c) In addition to the Lender foregoing right, any Purchaser may, without notice to or consent from the Administrative Agent or the Seller, (x) grant to a SPV that is administered by such Purchaser or is an Affiliate of such Purchaser the option to make all or any part of any Purchase that such Purchaser would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Purchaser to make such Loans hereunder); (y) assign to an SPV all or a portion of its rights (but not disclose its obligations) under the Related Documents, including a sale of any Purchaser Interests, Capital Investment or Seller Obligations hereunder and such Purchaser’s right to receive payment with respect to any such information until it has obtained an agreement from Purchaser Interests, Capital Investment or Seller Obligations and (z) sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Related Documents (including all its rights and obligations with respect to the Purchases and the Capital Investment); provided, however, that (x) no such assignee SPV or participant shall have a commitment, or proposed assignee be deemed to have made an offer to commit, to make Purchases hereunder, and none shall be liable to any Person for any obligations of such Purchaser hereunder (it being understood that nothing in this Section 12.02(c) shall limit any rights the Purchaser may have as against such SPV or participant under the terms of the applicable option, sale or participation agreement between or among such parties); and (y) no such SPV or holder of any such participation shall be entitled to require such Purchaser to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Purchase in which such holder participates, and (ii) any release of all or substantially all of the Seller Collateral (other than in accordance with the terms of this Agreement or the other Related Documents). Solely for purposes of Sections 2.08, 2.09, 2.10, and 10.01, Seller acknowledges and agrees that it each such sale or participation shall treat as confidential (under terms mutually satisfactory give rise to a direct obligation of the Seller to the participant or SPV and each such participant or SPV shall be considered to be a “Purchaser” for purposes of such sections. Except as set forth in the preceding sentence, such Purchaser’s rights and obligations, and the rights and obligations of the other Purchasers and the Administrative Agent towards such Purchaser under any Related Document shall remain unchanged and none of the Seller, the Administrative Agent or any Purchaser (other than the Purchaser selling a participation or assignment to an SPV) shall have any duty to any participant or SPV and may continue to deal solely with the assigning or selling Purchaser as if no such assignment or sale had occurred. (d) Except as expressly provided in this Section 12.02, no Purchaser shall, as between the Seller and that Purchaser, or between the Administrative Agent and that Purchaser, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Purchaser Interests, the Capital Investment or Seller Obligations owed to such assignee Purchaser. (e) The Seller shall assist any Purchaser permitted to sell assignments or participant participations under this Section 12.02 as reasonably required to enable the assigning or proposed assignee selling Purchaser to effect any such assignment or participantparticipation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be reasonably requested and the participation of management in meetings with potential assignees or participants. The Seller shall, if the Administrative Agent so requests in connection with an initial syndication of the Commitments hereunder, assist in the preparation of informational materials for such syndication. (f) A Purchaser may furnish any information obtained which is not already publicly known concerning the Seller, the Originator, the Servicer and/or the Receivables in the possession of such Purchaser from time to time to assignees and participants (including prospective assignees and participants). Each Purchaser shall obtain from all prospective and actual assignees or availableparticipants confidentiality covenants substantially equivalent to those contained in Section 12.05.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to on the benefit of the Borrowers, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender parties hereto and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party Borrower may not assign any of its rights or obligations delegate any of its duties hereunder or under any interest herein of the other Transaction Documents to which it is a party without the prior written consent of the each Lender. Any Lender and the Agent. The parties to each assignment may sell, transfer or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for assign all or any portion of its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified interest in the applicable Assignment Facility Loans (and Acceptance or other agreement or instrument only after the executionits rights to receive any payments in respect thereof, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, including in connection with any assignment or participation or collateral securing payment with respect to such Facility Loans) to any proposed assignment or participation pursuant to this Section 9.04, disclose to other Person with the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf prior written consent of the GWG PartiesBorrower, the Master Servicers such consent not to be unreasonably withheld, conditioned or any other Persondelayed; provided, however, that no such consent shall be required with respect to any sale, transfer or assignment (i) to any Affiliate of a Lender, or (ii) at any time an Event of Default, Default, Rapid Amortization Event or Servicer Default has occurred and is continuing; provided, further, that any such sale, transfer or assignment shall only be made in compliance with the transfer restrictions set forth in this Agreement and that each sale, transfer and assignment by a Lender shall not disclose be made pursuant to an Assignment Agreement. 4157-8291-1056.22 (b) Each Lender or any assignee permitted pursuant to subsection (a) above may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”) participating interests in all or a portion of its rights and obligations under this Agreement; provided, that any such information until it has obtained an agreement from transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth in this Agreement. Notwithstanding any such sale by any Lender or assignee of participating interests to a Participant, such Lender’s or participant assignee’s rights and obligations under this Agreement shall remain unchanged, such Lender or proposed assignee shall remain solely responsible for the performance thereof, and the other parties hereto shall continue to deal solely and directly with such Lender or participant that it assignee in connection with the Lender’s or assignee’s rights and obligations under this Agreement. All amounts payable to any such Participant shall treat as confidential (under terms mutually satisfactory be limited to the Agent amounts which would have been payable to such Lender or assignee selling such participating interest had such interest not been sold. (c) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletime as all amounts payable with respect to the Facility Loans shall have been paid in full.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, each LC Lender, each Lender and the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Administrative Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole The Borrower may not assign, transfer, hypothecate or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign otherwise convey any of its rights or obligations hereunder or any interest interests herein without the express prior written consent of the Requisite Lenders and the Administrative Agent. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void. (b) Any pledge or assignment by a Lender of any portion of its rights and obligations hereunder shall (i) in the case of an assignment, require the execution of an assignment agreement (an “Assignment Agreement”) substantially in the form attached hereto as Exhibit 12.2(b), or otherwise in form and substance satisfactory to the Administrative Agent, acknowledged by the Administrative Agent, (ii) require the consent of (X) the Administrative Agent and each LC Lender (other than in the case of a pledge, provided that neither the pledge by a Lender nor the loss of such Lender’s interest hereunder as a result of the exercise of a remedy under the pledge shall relieve or release such Lender from any of its obligations under this Agreement) and (Y) unless a Termination Event is continuing, the Borrower (which consent shall not be unreasonably withheld or delayed); provided, that assignments effected in accordance with subsection (c) below shall not be subject to the consent of the Borrower; (iii) if a partial assignment, be in an amount at least equal to $10,000,000 and, after giving effect to any such partial assignment, the assigning Lender shall have retained a Revolving Commitment in an amount at least equal to $10,000,000 and must constitute an assignment of an equal percentage of such assigning Lender’s Revolving Commitment, LC Participation Amount and Revolving Credit Advances, in each case at the time of such assignment; (iv) require the delivery to the Administrative Agent and the Borrower by the assignee of any forms, certificates or other evidence described in Section 2.10; (v) other than in the case of an assignment by a Lender to one of its Affiliates, include a payment to the Administrative Agent by the assignor or assignee Lender of an assignment fee of $3,500; and (vi) in the case of any pledge or assignment by a Non-Funding Lender (including any Affiliate thereof) shall require the prior written consent of the Lender and the Administrative Agent. The parties to each In the case of an assignment or participation made by the a Lender pursuant to under this Section 9.04 12.2, the assignee shall execute and deliver have, to the Agent for its acceptance extent of such assignment, the same rights, benefits and recording in its books and records, an Assignment and Acceptance or obligations as it would if it were a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerLender hereunder. Each such assignment or participation The assigning Lender shall be effective as relieved of its obligations hereunder with respect to its Revolving Commitment or assigned portion thereof from and after the date of such assignment. The Borrower hereby acknowledges and agrees that any assignment made in accordance with this Section 12.2(b) will give rise to a direct obligation of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose Borrower to the assignee and that the assignee shall thereupon be a “Lender” for all purposes. In all instances, each Lender’s obligation to make Revolving Credit Advances hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the Revolving Commitment. In the event any Lender assigns or participant otherwise transfers all or proposed assignee any part of a Note, the Borrower shall, upon the request of such Lender, execute one or participant more new Notes in exchange for the Notes being assigned. Notwithstanding the foregoing provisions of this Section 12.2(b), any information relating to the GWG Parties Lender may at any time pledge or assign all or any portion of such Lender’s rights under this Agreement and the Collateral furnished other Transaction Documents to the Lender by any Federal Reserve Bank or on behalf to any holder or trustee of the GWG Parties, the Master Servicers or any other Personsuch Lender’s securities; provided, however, that no such pledge or assignment to any Federal Reserve Bank, holder or trustee shall release such Lender from such Lender’s obligations hereunder or under any other Transaction Document and no such holder or trustee shall be entitled to enforce any rights of such Lender hereunder unless such holder or trustee becomes a Lender hereunder through execution of an Assignment Agreement as set forth above. (c) In addition to the foregoing right, any Lender may, without consent from the Borrower or the Administrative Agent, but with notice to the Administrative Agent and (unless a Termination Event has occurred and is continuing) the Borrower and the Servicer, (x) grant to an SPV the option to make all or any part of any Advance that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Advances pursuant thereto shall satisfy the obligation of such Lender to make such Advances hereunder); (y) assign to an SPV all or a portion of its rights (but not its obligations) under the Transaction Documents, including a sale of any Advances or other Borrower Obligations hereunder and such Lender’s right to receive payment with respect to any such Borrower Obligation and (z) sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Transaction Documents, including all its rights and obligations with respect to the Advances (it being acknowledged and agreed that, as a condition to the effectiveness of any such sale, the applicable participant shall be required to deliver to the Administrative Agent and the Borrower any forms, certificates or other evidence described in Section 2.10); provided, however, that (w) no such grant, sale or assignment shall relieve the Lender of any of its obligations under this Agreement, (x) no such SPV or participant shall not disclose have a commitment, or be deemed to have made an offer to commit, to make Advances hereunder, and none shall be liable to any Person for any obligations of such Lender hereunder (it being understood that nothing in this Section 12.2(c) shall limit any rights such Lender may have as against such SPV or participant under the terms of the applicable option, sale or participation agreement between or among such parties); and (y) no such SPV or holder of any such information until it has obtained an agreement from participation shall be entitled to require such assignee Lender to take or omit to take any action hereunder except actions directly affecting (i) any reduction in the principal amount of, or interest rate or Fees payable with respect to, any Advance in which such holder participates, (ii) any extension of any scheduled payment of the principal amount of any Advance in which such holder participates or the final maturity date thereof, and (iii) any release of all or substantially all of the Borrower Collateral (other than in accordance with the terms of this Agreement or the other Transaction Documents). Solely for purposes of Sections 2.8, 2.9, 2.11, 2.15 and 10.1, Borrower acknowledges and agrees that each such sale or participation shall give rise to a direct obligation of the Borrower to the participant or proposed assignee SPV and each such participant or SPV shall be considered to be a “Lender” for purposes of such sections; provided, however, that each of the participant and SPV, as applicable, provides the Borrower the appropriate IRS withholding tax forms prior to the receipt of any payment hereunder claiming a full exemption from U.S. withholding tax; and provided, further, that no participant or SPV shall be entitled to receive any greater payment under Sections 2.8, 2.9, 2.11, 2.15 or 10.1 than the applicable Lender would have been entitled to receive if the sale or assignment to such participant or SPV had never occurred. Except as set forth in the preceding sentence, such Lender’s rights and obligations, and the rights and obligations of the other Lenders and the Administrative Agent and the Borrower towards such Lender under any Transaction Document shall remain unchanged and none of the Borrower, the Administrative Agent or any Lender (other than the Lender selling a participation or assignment to an SPV) shall have any duty to any participant or SPV and may continue to deal solely with the assigning or selling Lender as if no such assignment or sale had occurred. Each Lender that sells a participation, acting solely for this purpose as an agent of the Borrower, shall maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Advances or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Advance, LC Participation, Swing Line Participation, Letter of Credit or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Advance, LC Participation, Swing Line Participation, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, the Borrower and the Administrative Agent shall treat as confidential (under terms mutually satisfactory each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. (d) Except as expressly provided in this Section 12.2, no Lender shall, as between the Borrower and that Lender, or between the Administrative Agent and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Advances, the LC Participation Amount, the Notes or other Borrower Obligations owed to such assignee Lender. (e) The Borrower shall assist any Lender permitted to sell assignments or participant participations under this Section 12.2 as reasonably required to enable the assigning or proposed assignee selling Lender to effect any such assignment or participantparticipation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be reasonably requested and the participation of management in meetings with potential assignees or participants. The Borrower shall, if the Administrative Agent so requests in connection with an initial syndication of the Revolving Commitments hereunder, assist in the preparation of informational materials for such syndication. (f) A Lender may furnish any information obtained which is not already publicly known concerning the Borrower, any Seller, the Servicer, the Parent, the Originator and/or the Receivables in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants). Each Lender shall obtain from all prospective and actual assignees or availableparticipants confidentiality covenants substantially equivalent to those contained in Section 12.5.

Binding Effect; Assignability. This Triple-A Purchase Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, Triple-A, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Collateral Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way which successors of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Seller shall have include a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable lawtrustee in bankruptcy). No GWG Party The Seller may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Triple-A and the Collateral Agent. Each of Triple-A and the Collateral Agent may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Seller. Without limiting the foregoing, the Seller hereby acknowledges that Triple-A has agreed pursuant to the Liquidity Agreement and certain related agreements that, subject to the restrictions set forth therein, certain parties providing credit enhancements and/or liquidity for Triple-A in connection with the Triple-A Purchase Agreement shall be entitled to exercise Triple-A's rights under this Triple-A Purchase Agreement and in addition, shall constitute third- party beneficiaries of this Agreement. The Seller hereby consents to the foregoing and agrees to cooperate with any such Person electing to exercise Triple-A's rights under this Triple-A Purchase Agreement. This Triple-A Purchase Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Termination Date, as the Collection Date shall occur; PROVIDED, HOWEVER, that the rights and remedies with respect to each assignment or participation any breach of any representation and warranty made by the Lender Seller pursuant to this Section 9.04 shall execute Article IV and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation Article VIII shall be effective as continuing and shall survive any termination of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableTriple-A Purchase Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, the SellersServicer, the Master ServicersFunding Agent, PARCO, the Performance Guarantor, the Agent, the Lender APA Banks and their respective successors and permitted assignsassigns (which successors of the Seller shall include a trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Termination Date, as the Final Collection Date shall occur; PROVIDED, HOWEVER, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Article IV and the Lender’s rights indemnification and obligations hereunder payment provisions of Articles II and interest herein VIII shall be assignable in whole or in part continuing and shall survive any termination of this Agreement. (including, without limitation, by way of the sale of participation interests thereinb) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party The Seller may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Funding Agent. (c) At any time and from time to time, PARCO may, without the Agent. The parties consent of the Seller, assign all or a portion of its interests in Purchased Assets hereunder to each assignment or participation made by the Lender related APA Banks pursuant to this Section 9.04 its Asset Purchase Agreement. Each APA Bank shall execute and deliver also be entitled to sell its interests (or portions thereof) to other APA Banks pursuant to the Agent for its acceptance and recording in its books and recordsterms of the related Asset Purchase Agreement. If PARCO (or any APA Bank) makes any such assignment, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance it shall provide notice to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers Seller of any assignment hereunder or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11thereunder and, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant extent of such assignment, shall have no further rights hereunder. The Seller shall have the right to consent (which consent will not be unreasonably withheld) to any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any Person (other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participantthan Chase) any information obtained which is not already publicly known or availablebecoming a APA Bank.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the BorrowersOriginator, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Buyer and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way which successors of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Originator shall have include a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable lawtrustee in bankruptcy). No GWG Party The Originator may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Buyer and the Agent. The parties to each assignment or participation made by Originator acknowledges that the Lender pursuant to this Section 9.04 Buyer shall execute and deliver assign to the Agent Agent, for the benefit of the Lenders, as collateral security for its acceptance obligations under the Credit Agreement, all of its rights, remedies, powers and recording in its books privileges hereunder. The Originator agrees that the Agent, as the assignee of the Buyer, shall, subject to the terms of the Credit Agreement, have the right to enforce this Agreement and recordsto exercise directly all of the Buyer's rights and remedies under this Agreement (including, an Assignment without limitation, the rights and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form remedies under SECTIONS 6.01, 6.02, 7.01, 7.02, and substance 8.01), and the Originator agrees to cooperate fully with the Agent and the BorrowerServicer in the exercise of such rights and remedies. Each such assignment or participation Without limitation by the foregoing, the Originator hereby acknowledges that the Buyer and the Servicer have agreed pursuant to the Credit Agreement and certain related agreements that, subject to the restrictions set forth therein, the Agent shall be effective as entitled to exercise the Buyer's rights under this Agreement. The Originator hereby consents to the foregoing and agrees to cooperate with any such Person electing to exercise the Buyer's rights under this Agreement. The Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the date specified in Originator. This Agreement shall create and constitute the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf continuing obligations of the GWG Parties, the Master Servicers or any other Personparties hereto in accordance with its terms which shall remain in full force and effect until such time as this Agreement shall terminate; provided, however, that the Lender rights and remedies with respect to any breach of any representation and warranty made by the Originator pursuant to Article IV and the indemnification and payment provisions of Article VII and Article VIII shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. (a) This Note Purchase Agreement shall be binding upon and inure to the benefit of the BorrowersIssuer, the Sellers, Depositor and the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchaser and their respective permitted successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way including any subsequent holders of the sale of participation interests therein) by the Lender and its successors and assignsNotes); provided, however, that except as provided in clause (id) to below, neither the extent any assignee of Issuer nor the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Depositor shall have a rating from a nationally recognized rating agency at least equal any right to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its their respective rights or obligations hereunder or any interest herein (by operation of law or otherwise) without the prior written consent of the Lender and the Agent. Purchaser. (b) The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender Purchaser may, in the ordinary course of its business and in accordance with the Basic Documents and applicable law, including applicable securities laws, at any time sell to one or more Persons (each, a “Participant”), participating interests in all or a portion of its rights and obligations under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer and the Depositor shall continue to deal solely and directly with the Purchaser and shall have no obligations to deal with any Participant in connection with any the Purchaser’s rights and obligations under this Note Purchase Agreement. (c) This Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Notes shall have been paid in full. (d) The Purchaser may sell or assign the Note only with the prior consent of the Originator unless (i) such sale or assignment is to an Affiliate of the Purchaser, (ii) such sale or participation assignment occurs during the continuance of a Trigger Event under the Sale and Servicing Agreement or any proposed assignment (iii) the Depositor or participation the Originator breaches a representation or warranty contained in the Sale and Servicing Agreement. In addition, the Purchaser shall have the right to sell or finance the Note pursuant to this Section 9.04a repurchase, disclose to financing or similar transaction without the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf consent of the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableOriginator.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of, each of the BorrowersIssuer, the Sellers, the Master Servicers, the Performance Guarantor, the Administrative Agent, the Lender Purchasers, the Managing Agents and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) subject to the extent any assignee further provisions of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee this Section 7.04. (b) The Issuer shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Managing Agents. (c) Subject to the terms and provisions of the AgentSeries Supplement, a Purchaser may, assign or sell undivided participation interests of its rights and obligations hereunder or under a Series 2007-1 Note or any interest herein or in the Series 2007-1 Notes to any Person (including, without limitation, a sale by any Conduit Purchaser to its related Liquidity Providers or Program Support Providers). The parties to each Any assignment or sale of a participation made interest by the Lender a Purchaser to a Person (other than a Liquidity Provider or Program Support Provider) pursuant to this Section 9.04 7.04(c) shall execute and deliver be effected pursuant to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance Agreement in substantially the form of Exhibit A hereto. Notwithstanding the foregoing, a Purchaser shall, so long as no Amortization Event has occurred and is continuing, obtain the consent of the Issuer (such consent not to be unreasonably withheld, delayed or conditioned) in connection with an assignment of its obligations hereunder and under a participation agreement Series 2007-1 Note to any Person other than a sale by a Conduit Purchaser to (i) another commercial paper conduit managed by the related Managing Agent or other transfer instrument reasonably satisfactory in form (ii) any Liquidity Provider or Program Support Provider. (d) The Administrative Agent may assign at any time its rights and substance obligations hereunder to an Affiliate without the Agent consent of the Purchasers or the Issuer and the Borrower. Each such assignment or participation shall be effective as upon written notice thereof to the Purchasers, the Issuer, the Servicer and the Indenture Trustee. (e) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant on which all Commitments to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties fund hereunder have been terminated and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other PersonSeries Outstanding Amount has been paid in full; provided, however, that the Lender rights and remedies with respect to any breach of any representation and warranty made by the Issuer pursuant to Article V and, the rights and remedies described in Sections 2.06, 2.07, 2.08, 2.09, 5.02, 7.08, 7.09, 7.11 and 7.12 shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, the Sellers, the Master Servicers, the Performance GuarantorServicer, the Agent, the Lender Purchasers and their respective successors and permitted assignsassigns (which successors of the Seller shall include a trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until the Final Collection Date; PROVIDED, HOWEVER, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to ARTICLE IV and the Lender’s rights indemnification and obligations hereunder payment provisions of SECTIONS 2.06, 2.07, 2.08, ARTICLE VI and interest herein ARTICLE VII shall be assignable in whole or in part continuing and shall survive any termination of this Agreement. (including, without limitation, by way of b) The Seller and the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party Servicer may not assign any of its their respective rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Purchasers and the Agent. The parties Conduit Purchaser may, without the consent of the Seller or the Servicer, assign at any time all or any portion of its rights and obligations hereunder and interests herein to each assignment any other Person including, without limitation, (a) CNAI, any affiliate of CNAI or any special purpose receivables investment vehicle managed by CNAI or any affiliate of CNAI, or (b) any Person pursuant to an Asset Purchase Agreement. Any Committed Purchaser or Liquidity Provider may, with the consent of the Agent and, prior to an Event of Termination, with the consent of the Seller, not to be unreasonably withheld, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person; PROVIDED, HOWEVER, that prior to the effectiveness of any such assignment, the successor Committed Purchaser or Liquidity Provider, as the case may be, shall have provided all of the forms described in SECTION 2.09(c); provided that any Committed Purchaser or Liquidity Provider may, without the consent of the Seller, sell a participation made in its rights and obligations hereunder to any Person. Upon any such assignment, the assignee shall succeed to and become vested with all the rights, powers, privileges and duties of such Purchaser, and the resigning Purchaser shall be discharged from its duties and obligations as Purchaser hereunder. The Seller and the Servicer agree to execute or obtain such other documentation as may be reasonably requested by the Lender pursuant assigning Purchaser in order to effectuate such assignment. Notwithstanding any other provisions of this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording Agreement, any Purchaser may at any time create a security interest in its books and records, an Assignment and Acceptance all or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as portion of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to its rights under this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers Agreement or any other Person; provided, however, that Facility Document in favor of the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to Federal Reserve Bank in accordance with Regulation A of the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableBoard of Governors of the Federal Reserve System.

Binding Effect; Assignability. This Triple-A Purchase Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, Triple-A, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Collateral Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way which successors of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Seller shall have include a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable lawtrustee in bankruptcy). No GWG Party The Seller may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Triple-A and the Collateral Agent. The parties Each of Triple-A and the Collateral Agent may assign at any time its rights and obligations hereunder and interests herein to each assignment or participation made by any other Person without the Lender consent of the Seller. Without limiting the foregoing, the Seller hereby acknowledges that Triple-A has agreed pursuant to this Section 9.04 shall execute the Liquidity Agreement and deliver certain related agreements that, subject to the Agent restrictions set forth therein, certain parties providing credit enhancements and/or liquidity for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, Triple-A in connection with any assignment or participation or any proposed assignment or participation pursuant the Triple-A Purchase Agreement shall be entitled to exercise Triple-A's rights under this Section 9.04Triple-A Purchase Agreement and in addition, disclose shall constitute third-party beneficiaries of this Agreement. The Seller hereby consents to the assignee or participant or proposed assignee or participant foregoing and agrees to cooperate with any information relating such Person electing to exercise Triple-A's rights under this Triple-A Purchase Agreement. This Triple-A Purchase Agreement shall create and constitute the GWG Parties and the Collateral furnished to the Lender by or on behalf continuing obligations of the GWG Partiesparties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Master Servicers or any other PersonTermination Date, as the Collection Date shall occur; provided, however, that the Lender rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Article IV and Article VIII shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Triple-A Purchase Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the SellersServicer, each Lender and the Master Servicers, the Performance Guarantor, the Agent, the Lender Administrative Agent and their respective successors and permitted assigns. This Agreement and Neither the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole Borrower nor the Servicer may assign, transfer, hypothecate or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or otherwise convey any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its their respective rights or obligations hereunder or any interest interests herein without the express prior written consent of the each Lender and the Administrative Agent. The parties to each assignment Any such purported assignment, transfer, hypothecation or participation made other conveyance by the Borrower or the Servicer without the prior express written consent of the Requisite Lenders and the Administrative Agent shall be void. (b) Borrower hereby consents to any Lender's assignment of, and/or sale of participations in, at any time or times after the Effective Date, the Related Documents, Advances, and any Commitment or of any portion thereof or interest therein, including any Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment by a Lender pursuant to this Section 9.04 shall execute (i) require the consent of the Administrative Agent and deliver to the Agent for its acceptance execution of an assignment agreement (an "Assignment Agreement") -------------------- substantially in the form attached hereto as Exhibit 14.02(b) and recording otherwise in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in ---------------- form and substance to the Agent satisfactory to, and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11acknowledged by, the Lender mayAdministrative Agent; (ii) if a partial assignment, in connection with an amount at least equal to $5,000,000 and, after giving effect to any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Partiessuch partial assignment, the Master Servicers or any other Person; provided, however, that the assigning Lender shall not disclose any such information until it has obtained have retained Commitments in an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory amount at least equal to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available.$5,000,000;

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, NFC, the Sellers, the Master Servicers, the Performance Guarantor, the Administrative Agent, the Lender Managing Agents and the Purchasers party this Agreement and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way including any subsequent holders of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other PersonSeries 2010-VFN Note); provided, however, that the Lender Seller shall not disclose have the right to assign its rights hereunder or any such information until it has obtained an agreement from such assignee interest herein (by operation of law or participant or proposed assignee or participant otherwise) without the prior written consent of each Managing Agent. The Administrative Agent and each Purchaser and Managing Agent agrees that it shall treat not transfer the Series 2010-VFN Note or, except as confidential provided in subsection (under terms mutually satisfactory c) of this Section 11.04, any interest therein without the Seller’s consent, unless such transfer (x) is to a Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Redemption Period. Without limiting the foregoing, a Conduit Purchaser or its Managing Agent (on its behalf) may, from time to time, with prior or concurrent notice to the Seller and the Servicer, in one transaction or a series of transactions, assign all or a portion of a Series 2010-VFN Note and its rights and obligations under this Agreement to a RIC or a Committed Purchaser within its Purchaser Group. Upon and to the extent of such assignment to a RIC or Committed Purchaser, (i) the RIC or Committed Purchaser shall be the owner of the assigned portion of the Series 2010-VFN Note, (ii) in the case of a transfer to a RIC, such Managing Agent (or an Affiliate thereof) will act as Managing Agent for the RIC and the Administrative Agent shall act as Administrative Agent for the RIC, in each case, with all corresponding rights and powers, express or implied, granted herein to such Managing Agent or the Administrative Agent, as applicable, (iii) the RIC or Committed Purchaser, as applicable, and their Program Support Providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Purchaser and its Program Support Providers and other related parties, respectively, herein and in the other Series Documents (including, without limitation, any limitation on recourse against the assigning Conduit Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Purchaser, and the right to assign to another RIC or Committed Purchaser as provided in this paragraph), (iv) the RIC or Committed Purchaser, as applicable, shall assume all obligations, if any, of the assigning Conduit Purchaser under and in connection with this Agreement, and the assigning Conduit Purchaser shall be released from such obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Purchaser (if any) and the RIC or Committed Purchaser shall be several and not joint, (v) all distributions in respect of principal or interest shall be made to the assigning Conduit Purchaser and the RIC or Committed Purchaser, as applicable, on a pro rata basis according to their respective interests (or in the case of interest, the accrued amounts thereof), (vi) in the case of an assignment to a RIC, the Funding Rate used to calculate interest with respect to the portions of the Series 2010-VFN Note owned on behalf of the RIC and funded with commercial paper notes issued by the RIC from time to time shall be determined in the manner set forth in the definition of “CP Rate” on the basis of the discount or interest rates applicable to commercial paper issued by the RIC (rather than the assigning Conduit Purchaser), (vii) the defined terms and other terms and provisions of this Agreement and the other Series Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Agent may reasonably request to evidence and give effect to the foregoing. At all times prior to a Conduit Purchaser’s Conduit Purchaser Termination Date, nothing herein shall prevent such Conduit Purchaser from making a subsequent Incremental Funding hereunder, in its sole discretion, following any assignment pursuant to this Section 11.04 or from making more than one assignment pursuant to this Section 11.04. (b) Without the consent of the Seller, each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement to any financial or other institution acceptable to the Administrative Agent. The parties to each such assignment shall execute and deliver an Assignment and Acceptance to the Administrative Agent, and the Administrative Agent shall promptly notify the Seller of such assignment. From and after the effective date of such Assignment and Acceptance, the assigning Committed Purchaser shall be relieved of its obligations hereunder to the extent so assigned. (c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”) participating interests in all or a portion of its rights and obligations under this Agreement. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the Seller, each Managing Agent and the Administrative Agent shall continue to deal solely and directly with such assignee or participant or proposed assignee or participantPurchaser in connection with such Purchaser’s rights and obligations under this Agreement. The Seller also agrees that each Participant shall be entitled to the benefits of Article IX hereof; provided, however, that all amounts payable by the Seller to any such Participant shall be limited to the amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold. (d) any information obtained which is not already publicly known or availableThis Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as all amounts payable with respect to the Series 2010-VFN Note shall have been paid in full.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, NFC, the Sellers, the Master Servicers, the Performance Guarantor, the Administrative Agent, the Lender Managing Agents and the Purchasers party this Agreement and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way including any subsequent holders of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other PersonSeries 2000-VFC Certificate); provided, however, that the Lender Seller shall not disclose have the right to assign its rights hereunder or any such information until it has obtained an agreement from such assignee interest herein (by operation of law or participant or proposed assignee or participant otherwise) without the prior written consent of each Managing Agent. The Administrative Agent agrees that it shall treat as confidential not transfer a Series 2000-VFC Certificate without the Seller’s consent, unless such transfer (under terms mutually satisfactory x) is to a Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Amortization Period. Without limiting the foregoing, a Managing Agent on behalf of a Conduit Purchaser may, from time to time, with prior or concurrent notice to the Seller and the Servicer, in one transaction or a series of transactions, assign all or a portion of a Series 2000-VFC Certificate and its rights and obligations under this Agreement to a RIC or a Committed Purchaser within its Purchaser Group. Upon and to the extent of such assignment to a RIC or Committed Purchaser, (i) the RIC or Committed Purchaser shall be the owner of the assigned portion of the Series 2000-VFC Certificate, (ii) such Managing Agent (or an Affiliate thereof) will act as Managing Agent for the RIC or Committed Purchaser and the Administrative Agent shall act as Administrative Agent for the RIC or Committed Purchaser as well as for the assigning Conduit Purchaser, with all corresponding rights and powers, express or implied, granted herein to the Administrative Agent, (iii) the RIC or Committed Purchaser and their Program Support Providers and other related parties shall have the benefit of all the rights and protections provided to the assigning Conduit Purchaser and its Program Support Providers and other related parties, respectively, herein and in the other Series Documents (including, without limitation, any limitation on recourse against the assigning Conduit Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against the assigning Conduit Purchaser, and the right to assign to another RIC or Committed Purchaser as provided in this paragraph), (iv) the RIC or Committed Purchaser shall assume all obligations, if any, of the assigning Conduit Purchaser under and in connection with this Agreement, and the assigning Conduit Purchaser shall be released from such assignee obligations, in each case to the extent of such assignment, and the obligations of the assigning Conduit Purchaser (if any) and the RIC or participant Committed Purchaser shall be several and not joint, (v) all distributions in respect of principal or proposed assignee interest shall be made to the assigning Conduit Purchaser and the RIC or participantCommitted Purchaser, on a pro rata basis according to their respective interests (or in the case of interest, the accrued amounts thereof), (vi) the Funding Rate used to calculate the interest with respect to the portions of the Series 2000-VFC Certificate owned on behalf of the RIC or Committed Purchaser and funded with commercial paper notes issued by the RIC from time to time shall be determined in the manner set forth in the definition of “CP Rate” on the basis of the discount or interest rates applicable to commercial paper issued by the RIC (rather than the assigning Conduit Purchaser), (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Administrative Agent, the parties will execute and deliver such further agreements and documents and take such other actions as the Administrative Agent may reasonably request to evidence and give effect to the foregoing. (b) Without the consent of the Seller, each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement to any information obtained which is not already publicly known financial or availableother institution acceptable to the Administrative Agent. The parties to each such assignment shall execute and deliver an Assignment and Acceptance to the Administrative Agent, and the Administrative Agent shall promptly notify the Seller of such assignment. From and after the effective date of such Assignment and Acceptance, the assigning Committed Purchaser shall be relieved of its obligations hereunder to the extent so assigned.

Binding Effect; Assignability. This Agreement shall be binding ----------------------------- upon and inure to the benefit of the BorrowersSeller, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchaser and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein Any assignee shall be assignable in whole or in part (includingan express third party beneficiary of this Agreement, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) entitled to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable lawdirectly enforce this Agreement. No GWG Party The Seller may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Purchaser and any assignee, which consent shall not be unreasonably withheld, delayed or conditioned. The Purchaser may, and intends to, assign all of its rights hereunder and the AgentSeller consents to any such assignment. The This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the rights and remedies with respect to each assignment any breach -------- of any representation, warranty or participation covenant made by the Lender Seller pursuant to Section 5 shall be continuing and shall survive any termination of this Section 9.04 Agreement. Seller agrees that notwithstanding any claim, counterclaim, right or setoff or defense which it may have against Purchaser, due to a breach by Purchaser of this Agreement or for any other reason, and notwithstanding the bankruptcy of Purchaser or any other event whatsoever, Seller's sole remedy shall execute and deliver be a claim against Purchaser for money damages and, then only to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance extent of funds received by Purchaser pursuant to the Agent Sale and Servicing Agreement, and in no event shall Seller assert any claim on or any interest in the BorrowerCommercial Loans or any proceeds thereof (other than the Retained Interest) or take any action which would reduce or delay receipt by the Issuer of collections with respect to the Commercial Loans. Each such assignment or participation Additionally, Seller agrees that any amounts payable by Seller to Purchaser hereunder which are to be paid by Purchaser to the Issuer shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the executionpaid by Seller, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG PartiesPurchaser, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory directly to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableIssuer.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender each party hereto and their respective permitted successors and permitted assigns. This assigns (including any subsequent Holders of the Notes); provided, however, neither the Contributor or the Issuer shall have the right to assign its rights or any claims hereunder or any interest herein (by operation of law or otherwise). (b) Each Financial Institution may at any time and from time to time assign to one or more Persons (each a "Purchasing Financial Institution") all or any part of its rights and obligations under this Agreement and the Lender’s related Liquidity Agreement pursuant to an assignment agreement, in form and substance satisfactory to the Lender Group Agents (the "Assignment Agreement), executed by such Purchasing Financial Institution and such selling Financial Institution, provided, however, that, prior to the occurrence of a Termination Event or a downgrade of the credit rating of any CP Issuing Purchaser's Commercial Paper in effect on the Initial Funding Date, the Contributor shall have consented (which consent may not be unreasonably withheld or delayed) to any assignments to Purchasing Financial Institutions other than Lender Group affiliates. Upon delivery of the executed Assignment Agreement to the Administrative Agent, such selling Financing Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations hereunder of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and interest herein no further consent or action by the Issuer, the Contributor, any Purchaser, the Purchasing Financial Institution or the Agents shall be assignable required. (c) The Initial Purchasers and the Financial Institutions may, in whole the ordinary course of their respective business and in accordance with applicable law, at any time sell to one or more Persons (each, a "Participant"), participating interests in part (includingall or a portion of their respective rights and obligations under this Agreement. Notwithstanding any such sale by any Purchaser or Financial Institution of participating interests to a Participant, without limitationsuch person's rights and obligations under this Agreement shall remain unchanged, by way the Purchasers and the Financial Institutions shall remain solely responsible for the performance thereof, and the Issuer and the Contributor shall continue to deal solely and directly with the Purchasers and the Financial Institutions in connection with the Purchasers' and the Financial Institutions' rights and obligations under this Agreement. Each of the sale Issuer and the Contributor also agrees that each Participant shall be entitled to the benefits of participation interests therein) by the Lender and its successors and assignsArticle VIII hereof; provided, however, that all amounts payable by the Contributor to any such Participant shall be limited to the amounts which would have been payable to the Purchaser or the Financial Institutions selling such participating interest had such interest not been sold. (d) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time (i) as all amounts payable with respect to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Notes shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment been indefeasibly paid in full and (ii) DZ Bank or any of its Affiliates shall remain all amounts owed to the Agent hereunder after any such assignmentAgents, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender Purchasers and the Agent. The parties to each assignment or participation made by the Lender pursuant to Financial Institutions under this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11Agreement, the Lender may, Indenture and each other Transaction Document shall have been indefeasibly paid in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Personfull; provided, however, that the Lender rights and remedies with respect to any breach of representations and warranties made by the Issuer or the Contributor pursuant to Article V hereof and the rights, remedies and provisions of Sections 2.04, 2.05, 7.01, 7.02, Article VIII, and Sections 9.06, 9.11, 9.12 and 9.13 shall not disclose be continuing and survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. (a) This Agreement ----------------------------- shall be binding upon and inure to the benefit of the BorrowersTransferor, the Sellers, the Master Servicers, the Performance GuarantorServicer, the Agent, the Lender Transferees and their respective successors and permitted assignsassigns (which successors of the Transferor shall include a trustee in bankruptcy). This Agreement shall create and constitute the Lender’s rights and continuing obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by parties hereto in accordance with its terms, and shall remain in full force and effect until the Lender and its successors and assignsFinal Collection Date; provided, however, that the rights and remedies -------- ------- with respect to any breach of any representation and warranty made by the Transferor pursuant to Article IV and the indemnification and payment provisions ---------- of Sections 2.06, 2.07, 2.08, Article VII and Article VIII shall be continuing ------------- ---- ---- ----------- ------------ and shall survive any termination of this Agreement. (ib) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party The Transferor may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Transferees and the Agent. The parties Conduit Transferee may, (i) without the consent of the Transferor, assign at any time all or any portion of its rights and obligations hereunder and interests herein to each assignment (a) CNAI, any affiliate of CNAI or participation made any special purpose receivables investment vehicle managed by the Lender CNAI or any affiliate of CNAI, or (b) any Person pursuant to this Section 9.04 shall execute an Asset Purchase Agreement and deliver (ii) with the consent of the Transferor (such consent not to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent be unreasonably withheld) and the Borrower. Each such assignment Agent, assign at any time all or participation shall be effective as any portion of the date specified in the applicable Assignment its rights and Acceptance or other agreement or instrument only after the execution, delivery, acceptance obligations hereunder and recording as interests herein to any Person not described in the preceding sentenceclause (i). Any Committed Transferee may, with the consent of the Transferor (such consent not to be unreasonably withheld) and the Agent, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person. Upon any such assignment, the assignee shall succeed to and become vested with all the rights, powers, privileges and duties of such Transferee, and the resigning Transferee shall be discharged from its duties and obligations as Transferee hereunder. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties Transferor and the Collateral furnished Servicer agree to execute or obtain such other documentation as may be reasonably requested by the Lender by assigning Transferee in order to effectuate such assignment. (c) Notwithstanding any other provisions of this Agreement, any Transferee may at any time create a security interest in all or on behalf a portion of the GWG Parties, the Master Servicers its rights under this Agreement or any other Person; provided, however, that Facility Document in favor of the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to Federal Reserve Bank in accordance with Regulation A of the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableBoard of Governors of the Federal Reserve System.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender parties to this Agreement and their respective successors and permitted assigns. This Agreement assigns (including any subsequent Holders of the Series 2010-1 Notes) subject, in the case of the Administrative Agent and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (includingManaging Agents, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assignsto Section 11.06; provided, however, that neither RCFC nor DTAG shall have the right to assign its rights hereunder or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of the Managing Agents; provided, that nothing herein shall prevent RCFC from assigning its rights to the Trustee under the Base Indenture and the Series 2010-1 Supplement; provided, further, that none of the Purchaser Parties may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted under this Section 12.04. Nothing expressed herein is intended or shall be construed to give any Person other than the Persons referred to in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement. (b) With the consent of RCFC (which consent will not be unreasonably withheld, conditioned or delayed), each Committed Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement, the Series 2010-1 Notes and any other Related Documents to any financial institution; provided, that the consent of RCFC to any such assignment shall not be required (i) after the occurrence and during the continuance of an Amortization Event with respect to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and Series 2010-1 Notes or (ii) DZ Bank or any if the applicable assignee is an Affiliate of its Affiliates the assigning Committed Purchaser that is a financial institution; provided that, no Committed Purchaser shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may be permitted to assign any of its rights or obligations under this Agreement and the related Series 2010-1 Notes to any Ineligible Assignee/Participant. The parties to each such permitted assignment shall execute and deliver an Assignment and Assumption Agreement to the Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). From and after the effective date of such Assignment and Assumption Agreement, the assigning Committed Purchaser shall be relieved of its rights and obligations hereunder to the extent so assigned. (c) Each Conduit Purchaser party to this Agreement may assign all or a portion of the Series 2010-1 Invested Amount with respect to such Conduit Purchaser and its rights and obligations under this Agreement, the Series 2010-1 Notes and any interest herein other Related Documents to which it is a party (or otherwise to which it has rights) to a Conduit Assignee with respect to such Conduit Purchaser without the prior written consent of the Lender and the AgentRCFC. The parties to each such permitted assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance Assumption Agreement to the Administrative Agent (and the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). Upon such assignment by a Conduit Purchaser to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the Series 2010-1 Invested Amount or such portion thereof with respect to such Conduit Purchaser, (ii) the related administrative or managing agent for such Conduit Assignee will act as the Managing Agent for such Conduit Assignee hereunder, with all corresponding rights and powers, express or implied, granted to Managing Agents hereunder or under the other Related Documents, including serving as Holder of the Series 2010-1 Note corresponding to the portion of the Series 2010-1 Invested Amount so assigned, (iii) such Conduit Assignee shall assume all of such Conduit Purchaser’s obligations, if any, and shall have the benefit of all the rights and protections provided to such Conduit Purchaser, in each case, hereunder, under the Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ and under any other Related Document with respect to such portion of the Series 2010-1 Invested Amount, and such Conduit Purchaser shall be released from such obligations and no longer have the benefit of such rights and protections (except such rights and protections that by their terms survive such assignment), (iv) all distributions in respect of the Series 2010-1 Invested Amount or such portion thereof with respect to such Conduit Purchaser shall be made to the applicable Managing Agent on behalf of such Conduit Assignee, and (v) if requested by the Managing Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Managing Agent may reasonably request to evidence and give effect to the foregoing. No assignment by any Conduit Purchaser to a Conduit Assignee of all or any portion of the Series 2010-1 Invested Amount with respect to such Conduit Purchaser shall in any way diminish the obligation of the Committed Purchasers in the same Ownership Group as such Conduit Purchaser to fund any Increase not funded by such Conduit Purchaser or such Conduit Assignee. (d) Any Conduit Purchaser and the Committed Purchaser with respect to such Conduit Purchaser may at any time sell all or any part (but the same percentage) of their respective rights and obligations under this Agreement and the Series 2010-1 Notes, with the prior written consent of RCFC (which consent will not be unreasonably withheld, conditioned or delayed), to a multi-seller commercial paper conduit, whose commercial paper has ratings of at least “A-2” from Standard & Poor’s and “P2” from Moody’s and one or more financial institutions providing support to such multi-seller commercial paper conduit (an “Acquiring Ownership Group”) pursuant to an Addendum, executed by such Acquiring Ownership Group, the Managing Agent with respect to such Acquiring Ownership Group (including the Conduit Purchaser and the Committed Purchasers with respect to such Ownership Group), such assigning Conduit Purchaser and the Committed Purchasers with respect to such Conduit Purchaser, the Managing Agent with respect to such assigning Conduit Purchaser and Committed Purchasers and RCFC and delivered to the Administrative Agent; provided that the consent of RCFC to any such assignment shall not be required after the occurrence and during the continuance of an Amortization Event with respect to the Series 2010-1 Notes and; provided, further, that it shall not be considered unreasonable for RCFC to withhold its consent to an assignment to a potential Acquiring Ownership Group if the affiliated commercial paper conduit has ratings of at least “A-2” from Standard & Poor’s and “P2” from Moody’s but does not have ratings of at least “A-1” from Standard & Poor’s and “Pl” from Moody’s and such assignment would result in a material increase in RCFC’s costs of financing with respect to the applicable Series 2010-1 Notes. (e) Notwithstanding any other provision set forth in this Agreement, each Conduit Purchaser may at any time grant to one or more Program Support Providers (or to its related Committed Purchaser) a participating interest in or lien on, or otherwise transfer and assign to one or more Program Support Providers (or to its related Committed Purchaser), such Conduit Purchaser’s interests in the Series 2010-1 Invested Amount made hereunder and such Program Support Provider (or such Committed Purchaser, as the case may be), with respect to its participating or assigned interest, shall be entitled to the benefits in respect of the Series 2010-1 Invested Amount granted to such Conduit Purchaser under this Agreement. (f) Notwithstanding any other provision set forth in this Agreement, each Conduit Purchaser may at any time, without the consent of RCFC, transfer and assign all or a participation agreement portion of its rights and obligations in the Series 2010-1 Notes (and its rights and obligations hereunder and under the Related Documents) to its related Committed Purchaser. Furthermore, each Conduit Purchaser may at any time grant a security interest in and lien on all or any portion of its interests under this Agreement, the Series 2010-1 Notes and all Related Documents to (i) its related Committed Purchaser, (ii) its Managing Agent, (iii) any Program Support Provider who, at any time now or in the future, provides program liquidity or credit enhancement, including without limitation, an insurance policy, for such Conduit Purchaser relating to such Conduit Purchaser’s Commercial Paper or the Series 2010-1 Notes, (iv) any other transfer instrument reasonably satisfactory Person who, at any time now or in the future, provides liquidity or credit enhancement for the Conduit Purchasers, including without limitation, an insurance policy relating to such Conduit Purchaser’s Commercial Paper or the Series 2010-1 Notes or (v) any collateral trustee or collateral agent for any of the foregoing; provided, however, any such security interest or lien shall be released upon assignment of its rights and obligations in respect of the Series 2010-1 Notes to its related Committed Purchaser. Notwithstanding any other provisions set forth in this Agreement, each Committed Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement, the Series 2010-1 Notes and the Related Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any similar foreign entity. No assignment by any Conduit Purchaser to any of the foregoing Persons of all or any portion of its interest in the Series 2010-1 Invested Amount or Series 2010-1 Notes with respect to such Conduit Purchaser shall in any way diminish the obligation of the Committed Purchasers in the same Ownership Group as such Conduit Purchaser to fund any Increase not funded by such Conduit Purchaser or such other Persons. (g) Any Committed Purchaser may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Persons (each, a “Participant”) participating interests in all or a portion of its rights and obligations under this Agreement and the Series 2010-1 Notes pursuant to documentation in form and substance satisfactory to such Committed Purchaser and the related Participant; provided that, no Committed Purchaser shall be permitted to sell any participating interest in all or any portion of its rights or obligations under this Agreement and the related Series 2010-1 Notes to any Ineligible Assignee/Participant. Notwithstanding any such sale by a Committed Purchaser of a participating interest to a Participant, (i)(x) such Committed Purchaser’s rights and obligations under this Agreement shall remain unchanged, (y) such Committed Purchaser shall remain solely responsible for the performance thereof, and (z) RCFC, the Administrative Agent and the Borrower. Each other parties hereto shall continue to deal solely and directly with such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, Committed Purchaser in connection with this Agreement and (ii) no Committed Purchaser shall sell any assignment or participation participating interest under which the Participant shall have rights to approve any amendment to, or any proposed assignment consent or participation pursuant to waiver with respect to, this Section 9.04Agreement, disclose the Base Indenture, the Series 2010-1 Supplement or any Related Document, except to the assignee extent that the approval of such amendment, consent or participant or proposed assignee or participant any information relating waiver requires the consent of each affected Noteholder under Section 11.2 of the Base Indenture. RCFC also agrees that each Participant shall be entitled to the GWG Parties benefits of Sections 2.07, 2.10, 2.11 and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person2.12 hereof; provided, however, that the Lender shall not disclose all amounts payable by RCFC to any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it Participant shall treat as confidential (under terms mutually satisfactory be limited to the amounts which would have been payable to the Committed Purchaser selling such participating interest had such interest not been sold and, with respect to amounts due pursuant to Section 2.12, only to the extent such Participant shall have complied with the provisions of Section 2.12 as if such Participant were a Committed Purchaser. (h) RCFC acknowledges that each Conduit Purchaser may, without any consent, assign as collateral its rights under this Agreement to the collateral agent for such Conduit Purchaser for the benefit of the secured parties, if any, under such Conduit Purchaser’s Commercial Paper program. (i) Each Managing Agent and shall remain the Holder of its respective Series 2010-1 Note until such assignee or participant or proposed assignee or participant) any information obtained which Series 2010-1 Note is not already publicly known or availabletransferred in accordance with the provisions of this Agreement.

Binding Effect; Assignability. This Agreement shall be ----------------------------- binding upon and inure to the benefit of each of the BorrowersOriginating Parties, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Buyer and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part assigns (including, without limitation, by way which successors of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee Originating Parties shall include a trustee in bankruptcy). Neither of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee Originating Parties shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its their respective rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Buyer and the Deal Agent. The parties to each assignment or participation made by Each Originating Party acknowledges that the Lender pursuant to this Section 9.04 Buyer shall execute and deliver assign to the Agent Deal Agent, for the benefit of EFCC, all of its acceptance rights, remedies, powers and recording in its books privileges hereunder and recordsthat EFCC may further assign such rights, an Assignment remedies, powers and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance privileges to the extent permitted in the EFCC Agreement. Each Originating Party agrees that the Deal Agent, as the assignee of the Buyer, shall, subject to the terms of the EFCC Agreement, have the right to enforce this Agreement and to exercise directly all of the Buyer's rights and remedies under this Agreement (including, without limitation, the rights and remedies under Sections 6.01, 6.02, 7.01 and 7.02, and each Originating Party agrees to ------------- ---- ---- ---- cooperate fully with the Deal Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified Servicer in the applicable Assignment exercise of such rights and Acceptance or other agreement or instrument only after remedies. Without limitation by the executionforegoing, delivery, acceptance each Originating Party hereby acknowledges that the Buyer and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made Servicer have agreed pursuant to this Section 9.04. Subject the EFCC Agreement and certain related agreements that, subject to Section 9.11the restrictions set forth therein, the Lender mayDeal Agent, and certain parties providing liquidity and credit enhancement in connection with any assignment or participation or any proposed assignment or participation pursuant the EFCC Agreement, shall be entitled to exercise the Buyer's rights under this Section 9.04, disclose Agreement. Each Originating Party hereby consents to the assignee or participant or proposed assignee or participant foregoing and agrees to cooperate with any information relating such Person electing to exercise the GWG Parties Buyer's rights under this Agreement. The Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the Collateral furnished to the Lender by or on behalf consent of either of the GWG Originating Parties, . This Agreement shall create and constitute the Master Servicers or any other Personcontinuing obligations of the parties hereto in accordance with its terms which shall remain in full force and effect until such time as this Agreement shall terminate; provided, however, -------- ------- that the Lender rights and remedies with respect to any breach of any representation and warranty made by an Originating Party pursuant to Article IV and the indemnification and payment provisions of Article VII and Article VIII shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersBorrower, the Sellerseach Lender, the Master Servicers, the Performance Guarantor, the each Managing Agent, each Administrator and the Lender Administrative Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole The Borrower may not assign, transfer, hypothecate or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign otherwise convey any of its rights or obligations hereunder or any interest interests herein without the express prior written consent of the Lender and Requisite Lenders. Any such purported assignment, transfer, hypothecation or other conveyance by the AgentBorrower without the prior express written consent of the Requisite Lenders shall be void. The parties hereto acknowledge and agree that, to the extent the terms and provisions of any Intercreditor Agreement are inconsistent with the terms and provisions of this Agreement or the Sale Agreement, the terms and provisions of such Intercreditor Agreement shall control. Each of the Lenders, Managing Agents, Administrators and the Administrative Agent agrees not to transfer any interest it may have in the Related Documents unless the applicable transferee has been notified of the existence of each Intercreditor Agreement and has agreed to be bound thereby. (b) The Borrower hereby consents to any Lender’s assignment or participation pledge of, and/or sale of participations in, at any time or times after the Effective Date of the Related Documents, Advances, and any Commitment or of any portion thereof or interest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not, made by the Lender pursuant to in accordance with this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available.12.02

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, each Purchaser, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Administrative Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such except that the Advances will accrue interest at Seller shall not have the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal right to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender each Purchaser and the Administrative Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerPurchaser shall not have the right to assign any interest herein except in accordance with paragraph (b) below. Each such assignment or participation This Agreement shall be effective as create and constitute the continuing obligation of the date specified parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the applicable Assignment Ownership Interest is reduced to zero and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant no further Purchases are to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Personbe made; provided, however, that rights and remedies of the Lender Purchasers and the Administrative Agent under Article XI and Section 5.3 and the provisions of Section 12.11 shall survive any termination of this Agreement. (b) The Conduit Purchaser may assign its interests hereunder without the consent of the Seller, to CIBC, any affiliate of CIBC, any financial institution providing a Liquidity Facility or Credit Facility or any vehicle organized by CIBC or by any affiliate thereof. Any Purchaser may assign its interests hereunder to any other Person with the prior written consent of Seller, such consent not disclose to be unreasonably withheld. Upon any such information until it has obtained an agreement from such assignment by a Purchaser, the assignee or participant or proposed shall become the owner of the Purchaser's interest in the Receivables Assets purchased hereunder for all purposes of this Agreement. Upon any assignment, the assignee or participant that it thereof shall treat as confidential (have all the rights and obligations of a Purchaser under terms mutually satisfactory this Agreement, and shall be subject to the Agent same terms and conditions of this Agreement. The parties to this Agreement acknowledge that the Conduit Purchaser has assigned and shall be permitted to continue to assign (without consent) to CIBC, as collateral agent for the benefit of the holder of the debt instruments issued by the Conduit Purchaser, a security interest in all of the Conduit Purchaser's right, title and interest in and to, among other things, all rights of the Conduit Purchaser in and to this Agreement and other securitization agreements entered into by the Conduit Purchaser with other sellers and the assets purchased from or assigned by such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableother sellers pursuant thereto.

Binding Effect; Assignability. This Agreement shall be ----------------------------- binding upon and inure to the benefit of the Borrowers, the Sellers, the Master Servicers, the Performance GuarantorBorrower, the Agent, the Lender and their respective successors and permitted assigns. This Agreement and the Lender’s 's rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, including by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to . Neither the extent any assignee of Borrower nor the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party Servicer may assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and ------------ recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers Borrower of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the The Lender may, in ------------ connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or ------------ participant or proposed assignee or participant any information relating to the GWG Parties Borrower and the Collateral Pledged Assets furnished to the Lender by or on behalf of the GWG Parties, Borrower or the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableServicer.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of WFLLC and the Borrowers, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Buyer and their respective successors and permitted assignsassigns (including any trustee in bankruptcy). This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party WFLLC may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Buyer and the AgentSurety Provider. The parties Buyer may assign at any time its rights and obligations hereunder and interests herein to each assignment any other Person without the consent of WFLLC or participation made by the Lender Originators but with prior written consent of Security Provider. Without limiting the foregoing, WFLLC acknowledges that the Buyer, pursuant to this Section 9.04 the Purchase Agreement, shall execute and deliver assign to the Agent, for the benefit of the Purchaser and the Surety Provider, its rights, remedies, powers and privileges hereunder and that the Agent for its acceptance may further assign such rights, remedies, powers and recording privileges. WFLLC agrees, and shall cause each Originator to agree, that the Agent and the Surety Provider, shall have the right to enforce this Agreement and to exercise directly all of the Buyer's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the Buyer to be given or withheld hereunder) and WFLLC agrees to cooperate fully with the Agent and the Surety Provider and the Servicer in its books the exercise of such rights and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance remedies. WFLLC further agrees to give to the Agent and the BorrowerSurety Provider copies of all notices it is required to give hereunder. Each This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and subject to the first sentence of Section 1.1(b) hereof, shall remain in full force and effect until such assignment or participation time, after the Termination Date, and the Aggregate Unpaids shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant equal to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties zero and the Collateral furnished to the Lender by or on behalf Policy shall no longer of the GWG Parties, the Master Servicers or any other Personin full force and effect; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential rights and remedies with respect to (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participanti) any information obtained which is not already publicly known or availablebreach of any representation and warranty made by WFLLC and each of the Originators pursuant to Article II, (ii) the indemnification and payment provisions of Article VII, and (iii) Section 8.5 shall be continuing and shall survive any termination of this Agreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, the Sellers, the Master Servicers, the Performance GuarantorServicer, the Agent, the Lender Purchasers and their respective successors and permitted assignsassigns (which successors of the Seller shall include a trustee in bankruptcy). This Agreement shall create and constitute the Lender’s rights and continuing obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by parties hereto in accordance with its terms, and shall remain in full force and effect until the Lender and its successors and assignsFinal Collection Date; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Article IV and the indemnification and payment provisions of Sections 2.06, 2.07, 2.08, Article VI and Article VIII shall be continuing and shall survive any termination of this Agreement. (ib) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party The Seller may not assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Purchasers and the Agent. The parties Each Conduit Purchaser may, (i) without the consent of the Seller, assign at any time all or any portion of its rights and obligations hereunder and interests herein to each assignment (1) its respective Managing Agent, any Affiliate of such Managing Agent or participation made any special purpose receivables investment vehicle managed by the Lender such Managing Agent or any Affiliate of such Managing Agent, or any Committed Purchaser, or (2) any Liquidity Provider pursuant to this Section 9.04 shall execute an Asset Purchase Agreement; and deliver (ii) with the consent of the Seller (such consent not to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent be unreasonably withheld) and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the executionAgent, delivery, acceptance and recording as to any Person not described in the preceding sentenceclause (i). Any Committed Purchaser may (x) with the consent of the Seller (which consent shall not be unreasonably withheld), assign at any time all or a portion of its rights and obligations hereunder to any other Committed Purchaser, and (y) with the consent of the Seller (such consent not to be unreasonably withheld) and the Agent, assign at any time all or any portion of its rights and obligations hereunder and interests herein to any Person. Upon any such assignment, the assignee shall succeed to and become vested with all the rights, powers, privileges and duties of such Purchaser, and the resigning Purchaser shall be discharged from its duties and obligations as Purchaser hereunder. The Agent shall notify Seller and the Borrowers of any assignment Servicer agree to execute or participation thereof made pursuant obtain such other documentation as may be reasonably requested by the assigning Purchaser in order to this Section 9.04effectuate such assignment. Subject to Section 9.11, the Lender Any Committed Purchaser may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to without the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf consent of the GWG PartiesSeller, the Master Servicers or any other Personsell participation interests in its Commitment hereunder; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory after giving effect to the sale of such participation, such Committed Purchaser’s obligations hereunder shall remain unchanged, such Committed Purchaser shall remain solely responsible to the other parties hereto for the performance of such obligations, all amounts payable to such Committed Purchaser hereunder shall be determined as if such Committed Purchaser had not sold such participation interest, and the Seller and the Agent shall continue to deal solely and directly with such Committed Purchaser and not be obligated to deal with such participant. No such participant shall (i) be entitled to receive any greater Other Fees hereunder than the Purchaser selling such participation would otherwise be entitled to receive, or (ii) have the right to consent to any amendment, modification or waiver of any provision of this Agreement other than an amendment, modification or waiver which relates to the timing or amount of Capital, Yield or fees payable pursuant to the terms hereof. Notwithstanding any contrary provision contained in this Agreement, and notwithstanding that such assignment or participation may be permitted under this Section 10.04(b), no assignee of a Purchaser under this Section 10.04(b) shall be entitled to receive with respect to the rights and obligations assigned to it any greater Other Fees than the assignor Purchaser would have been entitled to receive with respect to those rights and obligations. (c) Notwithstanding any other provisions of this Agreement, any Purchaser may at any time create a security interest in all or participant a portion of its rights under this Agreement or proposed assignee or participant) any information obtained which is not already publicly known or availableother Facility Document in favor of the Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Binding Effect; Assignability. This Agreement shall be binding upon each of the Seller, CNAI, the Agent, the Owners and their respective successors and permitted assigns, and shall inure to the benefit of the BorrowersSeller, the SellersCNAI, the Master Servicers, the Performance GuarantorCitibank, the Agent, the Lender Owners and any other Affected Persons and their respective successors and permitted assigns. This Agreement and Neither the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent Seller nor any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party Owner may assign any of its rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Agent, except that an Owner may assign its rights and the Agent. The parties obligations hereunder and its interest herein to each assignment any other Owner or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrowerany Affiliate of CNAI without such consent. Each such assignment Owner and each permitted assignee of an Owner may assign its rights and obligations hereunder or participation shall be effective as interest herein to (a) any other Owner or any Affiliate of CNAI without the consent of the date specified in Seller and (b) to any other Person with the applicable Assignment and Acceptance or other agreement or instrument only after prior written consent of the executionSeller, delivery, acceptance and recording as described in the preceding sentencewhich consent shall not be unreasonably withheld. The Agent may assign at any time its rights and obligations hereunder and interests herein without the consent of the Owners or the Seller unless the applicable assignee is not an Affiliate of CNAI, in which case such assignment shall notify require the Borrowers prior written consent of the Seller, which consent shall not be unreasonably withheld. Furthermore, each Owner and its permitted assigns may, at any assignment time, without the consent of the Seller, sell undivided participation interests in all or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11any of its rights, obligations and interests (including, without limitation, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to Eligible Assets) hereunder. This Agreement shall create and constitute the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf continuing obligations of the GWG Partiesparties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Master Servicers or any other PersonTermination Date until the Collection Date; provided, however, that the Lender rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Article IV, and the indemnification and payment provisions of Articles VIII, X and XI, and Sections 2.11, 2.12 and 2.13, shall not disclose be continuing and shall survive any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletermination of this Agreement.

Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Borrowers, the SellersSeller, the Master ServicersServicer, the Performance Guarantor, the Agent, the Lender Lenders and their respective successors and permitted assigns. This Agreement and the each Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the each Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the a Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the such Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. Without limiting the foregoing, the Conduit Lender (if the Conduit Lender is Autobahn) may, in its sole discretion and at any time, assign its rights, obligations (if any) and interests under this Agreement to the Committed Lender and, at or after such time, the Conduit Lender may, in its sole discretion, cease to be a Conduit Lender and a Lender under this Agreement upon providing notice of such cessation to the Borrowers. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of each of the Lender Lenders and the Agent. The parties to each assignment or participation made by the any Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerAgent. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the each Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the such Lender by or on behalf of the GWG Parties, the Master Servicers Servicer or any other Person; provided, however, that the such Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or available.

Binding Effect; Assignability. (a) This Amended and Restated Note Purchase Agreement shall be binding upon and inure to the benefit of the BorrowersIssuer, FFCA Acquisition Corp., the Sellers, Depositor and the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchaser and their respective permitted successors and permitted assigns. This Agreement and assigns (including any subsequent holders of the Lender’s Purchased Note); PROVIDED, HOWEVER, neither the Issuer, FFCA Acquisition Corp. nor the Depositor shall have any right to assign their respective rights and obligations hereunder and or interest herein shall be assignable in whole (by operation of law or in part (including, without limitation, by way of the sale of participation interests thereinotherwise) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender and the Agent. Purchaser. (b) The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender Purchaser may, in the ordinary course of its business and in accordance with applicable law including applicable securities laws, at any time sell to one or more Persons (each, a "Participant"), participating interests in all or a portion of its rights and obligations under this Amended and Restated Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to a Participant, the Purchaser's rights and obligations under this Amended and Restated Note Purchase Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Issuer, FFCA Acquisition Corp. and the Depositor shall continue to deal solely and directly with the Purchaser in connection with any assignment or participation or any proposed assignment or participation pursuant to the Purchaser's rights and obligations under this Section 9.04, disclose Amended and Restated Note Purchase Agreement. Each of the Issuer and FFCA Acquisition Corp. also agrees that each Participant shall be entitled to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf benefits of the GWG Parties, the Master Servicers or any other PersonArticle IX hereof; providedPROVIDED, however, that all amounts payable by the Lender shall not disclose any such information until it has obtained an agreement from such assignee Issuer, FFCA Acquisition Corp. or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory the Depositor to the Agent Participant shall be limited to the amounts which would have been payable directly to the Purchaser with respect to such participating interest had the Purchaser, rather than the participant, held such participating interest. (c) This Amended and Restated Note Purchase Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availabletime as all amounts payable with respect to the Purchased Note shall have been paid in full.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Purchaser and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, except that (i) the Seller shall not have the right to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender Purchaser and (ii) the AgentPurchaser shall not have the right to assign its interest in the Receivables except in accordance with paragraph (b) below and as otherwise provided herein. The parties to each assignment or participation made by This Agreement shall create and constitute the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the Borrower. Each such assignment or participation shall be effective as continuing obligation of the date specified parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the applicable Assignment Ownership Interest is reduced to zero in accordance with Section 3.1(c) and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant no further Purchases are to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Personbe made; provided, however, that rights ----------------- and remedies of the Lender Purchaser under Article XI and Section 5.3 and the provisions of Section 12.11 shall survive any termination of this Agreement. (b) The Purchaser may assign its Ownership Interest in the Receivables (i) without the consent of the Seller, to Canadian Imperial Bank of Commerce, any Affiliate of Canadian Imperial Bank of Commerce or any financial institution providing a Liquidity Facility or a Credit Facility, provided that such -------- assignment is in connection with the utilization of such Liquidity Facility or Credit Facility, or (ii) with the prior consent (which consent shall not disclose be unreasonably withheld or delayed) of the Seller, to any such information until it has obtained an agreement from such other entity. Upon any assignment of the Ownership Interest in the Receivables, (i) the assignee or participant or proposed assignee or participant that it shall treat as confidential become the owner of the Ownership Interest for all purposes of this Agreement and (under terms mutually satisfactory ii) the Purchaser shall relinquish its rights with respect to the Receivables for all purposes of this Agreement. Upon any assignment, the assignee thereof shall have all the rights and obligations of the Purchaser under this Agreement, and shall be subject to the terms and conditions of this Agreement. The Servicing Agent shall provide notice to the Seller of any assignment under this Agreement. (c) Any assignment hereunder shall be upon such terms and conditions as the Purchaser and the assignee may mutually agree. The Purchaser shall furnish to the Seller copies of all instruments and documents entered into between the Purchaser and the assignee in connection with such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableassignment.

Binding Effect; Assignability. This Agreement shall be ----------------------------- binding upon and inure to the benefit of the BorrowersSeller, the SellersServicer, the Master ServicersPurchaser, the Performance Guarantor, the Agent, the Lender Operating Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to . Neither the extent any assignee of Seller nor the Lender will be funding Advances through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party Servicer may assign any of its their rights or and obligations hereunder or any interest herein without the prior written consent of the Lender Purchaser, the Collateral Agent and the AgentOperating Agent and unless each Rating Agency shall have confirmed in writing to the Purchaser and the Operating Agent that such assignment would not result in a withdrawal or reduction of the then current rating by such Rating Agency of the Commercial Paper. The Purchaser, the Collateral Agent and the Operating Agent may, at any time, without the consent of the Seller, the Originator or the Servicer, assign any of their respective rights and obligations hereunder or interest herein to any Affiliate of GE Capital or any party to any Program Document. Any such assignee may further assign at any time its rights and obligations hereunder or interests herein to any other Affiliate of GE Capital or any party to any Program Document without the consent of the Seller, any Originator or the Servicer. Otherwise, the Purchaser, the Collateral Agent and the Operating Agent may not assign any of their rights hereunder or their interests herein without the prior written consent of the Seller. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, that the -------- rights and remedies with respect to each assignment or participation any breach of any representation and warranty made by the Lender Seller or the Servicer pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent Article IV and the Borrower. Each such assignment or participation indemnification and payment provisions of Article XII shall be effective as continuing and shall survive any termination of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Person; provided, however, that the Lender shall not disclose any such information until it has obtained an agreement from such assignee or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableAgreement.

Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the BorrowersSeller, each Purchaser, the Sellers, the Master Servicers, the Performance Guarantor, the Agent, the Lender Administrative Agent and their respective successors and permitted assigns. This Agreement and the Lender’s rights and obligations hereunder and interest herein shall be assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by the Lender and its successors and assigns; provided, however, that (i) to the extent any assignee of the Lender will be funding Advances through the issuance of commercial paper such except that the Advances will accrue interest at Seller shall not have the CP Rate, the commercial paper issued by such assignee shall have a rating from a nationally recognized rating agency at least equal right to the rating of the commercial paper of the Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent hereunder after any such assignment, unless prohibited by applicable law. No GWG Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender each Purchaser and the Administrative Agent. The parties to each assignment or participation made by the Lender pursuant to this Section 9.04 shall execute and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent and the BorrowerPurchaser shall not have the right to assign any interest herein except in accordance with paragraph (b) below. Each such assignment or participation This Agreement shall be effective as create and constitute the continuing obligation of the date specified parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the applicable Assignment Ownership Interest is reduced to zero and Acceptance or other agreement or instrument only after the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers of any assignment or participation thereof made pursuant no further Purchases are to this Section 9.04. Subject to Section 9.11, the Lender may, in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the Collateral furnished to the Lender by or on behalf of the GWG Parties, the Master Servicers or any other Personbe made; provided, however, that rights and remedies of the Lender Purchasers and the Administrative Agent under Article XI and Section 5.4 and the provisions of Section 12.11 shall survive any termination of this Agreement. (b) The Conduit Purchaser may assign its interests hereunder without the consent of the Seller, to CIBC, any affiliate of CIBC, any financial institution providing a Liquidity Facility or Credit Facility or any vehicle organized by CIBC or by any affiliate thereof. Any Purchaser may assign its interests hereunder to any other Person with the prior written consent of Seller, such consent not disclose to be unreasonably withheld. Upon any such information until it has obtained an agreement from such assignment by a Purchaser, the assignee or participant or proposed shall become the owner of the Purchaser's interest in the Receivables purchased hereunder for all purposes of this Agreement. Upon any assignment, the assignee or participant that it thereof shall treat as confidential (have all the rights and obligations of a Purchaser under terms mutually satisfactory this Agreement, and shall be subject to the Agent same terms and conditions of this Agreement. The parties to this Agreement acknowledge that the Conduit Purchaser has assigned and shall be permitted to continue to assign (without consent) to CIBC, as collateral agent for the benefit of the holder of the debt instruments issued by the Conduit Purchaser, a security interest in all of the Conduit Purchaser's right, title and interest in and to, among other things, all rights of the Conduit Purchaser in and to this Agreement and other securitization agreements entered into by the Conduit Purchaser with other sellers and the assets purchased from or assigned by such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly known or availableother sellers pursuant thereto.