Common use of Security Interest Clause in Contracts

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the SellerBorrower’s right, title and interest in, to and under the following, whether now owned or hereafter ownedacquired, now existing or arising hereafter created, and wherever located, including the following located (collectively, the “Seller Collateral”): ): (i) the Pledged Timeshare Loans, together with all Unsold Receivables, Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) all the Related Security with respect to such Unsold Receivables, the Pledged Timeshare Loans; (iii) all Collections with respect to such Unsold Receivables, the Account Collateral; (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all rights (but none remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the obligations) of the Borrower against Seller under or in connection with the Sale and Contribution Agreement; ; (vi) all other personal present and fixture property future claims, demands, causes of action and choses in action in respect of any or assets all of the Seller foregoing and all payments on or under of every kind and nature includingwhatsoever in respect of any or all of the foregoing, without limitationincluding all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documentscash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper (whether tangible or electronic)paper, checks, deposit accounts, securities accountsinsurance proceeds, securities entitlementscondemnation awards, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of moneyany and every kind and other forms of obligations and receivables, insurance claims instruments and proceeds, and other property which at any time constitute all general intangibles (including all payment intangibles) (each as defined or part of or are included in the UCC) and proceeds of the foregoing; (vii) all proceeds ofaccounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all amounts received other property and interests in property of the Borrower, whether tangible or receivable under any or intangible; and (viii) all of, income and proceeds of the foregoing. (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementSection 2. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a valid, continuing and perfected first priority security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance to Buyer of all of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and lien upon all property and assets of interest in the Sellerfollowing, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located, including the following located (collectively, the “Seller "Collateral”): "): (iA) all Unsold ReceivablesAll accounts, (ii) all Related Security with respect to such Unsold Receivablesreceivables, (iii) all Collections with respect to such Unsold Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, general intangibles (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies (including rights to premium refunds), letter-of-credit rightsrights to tax refunds, commercial tort claimscopyrights, securities patents, trademarks, rights in and under license agreements, and all other investment intellectual property); (B) All inventory, supporting obligations, money, any other contract rights or including Seller's rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of a secured party under any applicable UCC. The Seller hereby authorizes offset and recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Administrative Agent to file financing statements describing the collateral covered thereby as “like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.foregoing; (bG) Immediately upon the occurrence All books and records pertaining to all of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations foregoing; and (other than those expressly stated to survive such terminationH) All proceeds of the Administrative Agentforegoing, the Purchasers and the other Purchaser Parties hereunder shall terminatewhether due to voluntary or involuntary disposition, all including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without delivery of any instrument or performance of any act by any partyBuyer's prior written consent, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, except for the sale of Sold Assets pursuant to Section 2.01(b) or finished inventory in the Seller’s grant 's usual course of security interest pursuant business. Seller agrees to Section 5.05sign UCC financing statements, in a form acceptable to Buyer, and any other instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

Security Interest. (a) To secure the prompt due payment and performance by Grantor of all indebtedness and other liabilities and obligations of Grantor to Secured Party under, arising out of or in any way connected with the Guaranteed ObligationsPurchase Agreement, the Seller Guaranty Debenture, the Ancillary Agreements (as defined in the Purchase Agreement) and all other Seller agreements, instruments and documents executed by Grantor and delivered in connection therewith or otherwise (all hereinafter referred to collectively as the “Obligations”), the Seller Grantor hereby grants to the Administrative AgentSecured Party and pledges, for the benefit of the Purchasers hypothecates, transfers and the other sets over to Secured PartiesParty, a continuing lien on and security interest in and lien upon to and pledge of all property and assets of the Sellerfollowing properties, assets and rights of Grantor, wherever located, whether now owned or hereafter owned, existing acquired or arising and wherever located, including the following all proceeds and products thereof (collectively, all being hereinafter collectively referred to as the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes personal property and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none fixtures of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller Grantor of every kind and nature nature, including, without limitation all goods (including, without limitation, all goods (including inventory, equipment and any accessions and additions thereto), instruments (including including, without limitation, all promissory notes), documents, accountsaccounts (including, without limitation, all health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rightsrights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims all patents, trademarks and proceedsother intellectual property, and all general intangibles (including including, without limitation, all payment intangibles) (each ), all insurance claims, and all proceeds of the foregoing. Grantor hereby assigns to Secured Party as further security for the payment and performance of all of the Obligations, all its right, title and interest in and to all of Grantor’s securities, property, cash, cash accounts, remittances and deposits now or hereafter in the possession of or on deposit at or in Secured Party. All terms used in this Agreement which are defined in the UCC) and Uniform Commercial Code as in effect in the State of New York (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties“Uniform Commercial Code”), all shall have the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent meaning given to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementterm therein. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of its SPV Entity Guaranty, each SPV Entity hereby pledges, mortgages, charges and assigns (by way of security) to the Guaranteed ObligationsAdministrative Agent, for the Seller Guaranty benefit of the Purchasers and all the other Seller ObligationsSecured Parties, the Seller hereby and grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon upon, all of the undertaking, property and assets of the Sellersuch SPV Entity, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Pledged Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller such SPV Entity under the applicable Purchase and Sale Agreement; (vi) all other personal and fixture property or assets of the Seller such SPV Entity of every kind and nature including, without limitationin any event, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, documents of title, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all intangibles and general intangibles (including all payment intangibles) (each as defined in the UCCUCC or the PPSA, as applicable) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. (b) Each SPV Entity confirms that value has been given by the Administrative Agent and the Secured Parties to such SPV Entity, that such SPV Entity has rights in its Pledged Collateral existing at the date of this Agreement, and that such SPV Entity and the Administrative Agent have not agreed to postpone the time for attachment of the security interests granted hereunder to any of the Pledged Collateral of such SPV Entity. The security interests granted hereunder with respect to the Pledged Collateral of each SPV Entity created by this Agreement shall have effect and be deemed to be effective whether or not the related Guaranteed Obligations of such SPV Entity under its SPV Entity Guaranty or any part thereof are owing or in existence before or after or upon the date of this Agreement. Neither the execution and delivery of this Agreement nor the provision of any financial accommodation by any Secured Party shall oblige any Secured Party to make any financial accommodation or further financial accommodation available to either SPV Entity or any other Person. (c) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Pledged Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCCUCC or PPSA or under this Agreement, including Section 9.01. The Seller Each SPV Entity hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a valid, continuing and perfected first priority security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the each Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) . Immediately upon the occurrence of (i) the Final Payout DateDate or (ii) in the event the Purchase Price of a Receivable has been reduced to zero and the credit for such reduction has been applied pursuant to Section 3.3 of either Purchase and Sale Agreement, the Seller Collateral Collateral, in the case of clause (i), or the applicable Receivable and any Related Rights solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers Lenders and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller Borrower delivered to the Administrative Agent following any such termination, and at the expense of the SellerBorrower, the Administrative Agent shall execute (if applicable) and deliver to the Seller Borrower UCC-3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty Borrower undertakes to grant and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Sale Purchase and Contribution Agreement; , (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viiviii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCCUCC and all other Applicable Law. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants and assigns to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a valid, continuing and perfected first priority security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (bc) Immediately upon the occurrence of (i) the Final Payout DateDate or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Seller Collateral Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers Lender and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the SellerBorrower, the Administrative Agent shall execute (if applicable) and deliver to the Seller Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to any Credit Party, Borrower Indemnified Party and/or Affected Person to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Sale Agreement; Agreements, (vi) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) . Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers Lenders and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller Borrower delivered to the Administrative Agent following any such termination, and at the expense of the SellerBorrower, the Administrative Agent shall execute and deliver to the Seller Borrower UCC-3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance to Buyer of all of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Buyer a continuing lien upon and security interest in all of Seller’s now existing or hereafter arising rights and lien upon all property and assets of interest in the Sellerfollowing, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located, including the following located (collectively, the “Seller Collateral”): ): (iA) all Unsold ReceivablesAll accounts, (ii) all Related Security with respect to such Unsold Receivablesreceivables, (iii) all Collections with respect to such Unsold Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, general intangibles (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies (including rights to premium refunds), letter-of-credit rightsrights to tax refunds, commercial tort claimscopyrights, securities patents, trademarks, rights in and under license agreements, and all other investment intellectual property); (B) All inventory, supporting obligations, money, any other contract rights or including Seller’s rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller’s right of a secured party under any applicable UCC. The Seller hereby authorizes offset and recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Administrative Agent to file financing statements describing the collateral covered thereby as “like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.foregoing; (bG) Immediately upon the occurrence All books and records pertaining to all of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations foregoing; and (other than those expressly stated to survive such terminationH) All proceeds of the Administrative Agentforegoing, the Purchasers and the other Purchaser Parties hereunder shall terminatewhether due to voluntary or involuntary disposition, all including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without delivery of any instrument or performance of any act by any partyBuyer’s prior written consent, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, except for the sale of Sold Assets pursuant to Section 2.01(b) or finished inventory in the Seller’s grant usual course of security interest pursuant business. Seller agrees to Section 5.05sign UCC financing statements, in a form acceptable to Buyer, and any other instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

Security Interest. (a) To secure the prompt payment and performance of the Investments, the Loans, the Guaranteed Obligations, the Seller Guaranty and all other Seller ObligationsObligations and the performance by the Seller of all the terms, covenants and agreements to be performed under this Agreement or any other Transaction Document, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Concentration Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Concentration Accounts and amounts on deposit therein, (iv) all Collections on deposit on each Collection Account, (v) all rights (but none of the obligations) of the Seller under the Sale Transfer Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (bc) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (cd) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 2.10 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.052.08.

Security Interest. (a) To secure As security for the prompt payment and performance of the Guaranteed ObligationsSecurities Amounts, each Grantor hereby pledges, assigns, transfers, hypothecates and sets over to the Seller Guaranty Collateral Agent, for itself and all other Seller Obligationson behalf of and for the ratable benefit of the Secured Parties, the Seller and hereby grants to the Administrative Collateral Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing first priority security interest in in, all of such Grantor’s right, title and lien upon all property interest in, to and assets of under the Sellerfollowing property, wherever located and whether now existing or owned or hereafter owned, existing acquired or arising and wherever located, including the following (collectively, the “Seller Collateral”): ): (i) all Unsold Receivablesaccounts, accounts receivable, contract rights, rights to payment, chattel paper, rights to trade, letters of credit, documents, money and instruments and Investment Property, whether held directly or through a securities intermediary, and other obligations of any kind owed to the Grantor, however evidenced; (ii) all Related Security deposits and deposit accounts with respect to such Unsold Receivablesany bank, savings and loan association, credit union or like organization, and all funds and amounts therein, and whether or not held in trust, or in custody or safekeeping, or otherwise restricted or designated for a particular purpose; (iii) all Collections with respect to such Unsold Receivablesinventory, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventorymaterials, equipment and any accessions thereto)raw materials, instruments (including promissory notes)parts, documentscomponents, accountswork in progress, chattel paper (whether tangible or electronic)finished goods, deposit accountsmerchandise, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities supplies and all other investment propertygoods that are held for sale, supporting obligationslease or other disposition or furnished under contracts of service or consumed in such Grantor’s business, moneyincluding, without limitation, those held for display or demonstration or out on lease or consignment; (iv) all equipment owned by such Grantor, including, without limitation, all machinery, furniture, furnishings, fixtures, trade fixtures, tools, parts and supplies, appliances, computer and other electronic data processing equipment and other office equipment, computer programs and related data processing software, and all additions, substitutions, replacements, parts, accessories and accessions to and for the foregoing; (v) all general intangibles and other personal property of such Grantor, including, without limitation, (A) all tax and other refunds, rebates or credits of every kind and nature to which such Grantor is now or hereafter may become entitled; (B) all intellectual property and all rights therein of any type or description, including, without limitation, all inventions and discoveries, patents and patent applications, copyrights and applications for copyright (together with the underlying works of authorship) whether or not registered, together with any renewals and extensions thereof, trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, trade secrets, trade dress, trade styles, logos, other contract source of business identifiers, mask-works, mask-work registrations, mask-work applications, software, confidential and proprietary information, customer lists, other license rights, advertising materials, operating manuals, methods, processes, know-how, algorithms, formulae, databases, quality control procedures, product, service and technical specifications, operating, production and quality control manuals, sales literature, drawings, specifications, blue prints, descriptions, inventions, name plates and catalogs, and the entire good will of or associated with the businesses now or hereafter conducted by such Grantor connected with and symbolized by any of the aforementioned properties and assets, and all licenses relating to any of the foregoing, all reissuance, continuations and continuations-in-part of the foregoing, all other rights derived from or rights associated with the foregoing, including the right to the payment ▇▇▇ and recover for past infringement, and all income and royalties with respect thereto; (C) all good will, choses in action and causes of moneyaction; (D) all interests in partnerships; and (E) all indemnity agreements, guaranties, insurance policies, insurance claims and proceedsother contractual, equitable and legal rights of whatever kind or nature; (vi) all general intangibles (including all payment intangibles) (each as defined books, records and other written, electronic or other documentation in whatever form maintained by or for such Grantor in connection with the UCC) and ownership of its assets or the conduct of its business or evidencing or containing information relating to the Collateral; and (vii) all proceeds ofproducts and Proceeds at any time, including insurance proceeds, of any and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementforegoing. (b) Immediately upon Anything herein to the occurrence contrary notwithstanding, (i) the Grantors shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform all of their duties and obligations thereunder to the same extent as if this Agreement had not been executed; (ii) the exercise by the Collateral Agent or any of the Final Payout DateSecured Parties of any of the rights hereunder shall not release the Grantors from any of their duties or obligations under such contracts, agreements and other documents included in the Collateral; and (iii) none of the Secured Parties or the Collateral Agent shall have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall the Collateral Agent or any of the Secured Parties be obligated to perform any of the obligations or duties of the Grantors thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder. (c) Notwithstanding the foregoing provisions of this Section 2, the Seller Collateral grant of a security interest as provided herein shall not extend to, and the term “Collateral” shall not include, any general intangibles or other assets of any Grantor (whether owned or held as licensee or lessee, or otherwise), to the extent that (i) such general intangibles or assets are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be automatically released from enforceable under applicable law), without the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) consent of the Administrative Agent, the Purchasers licensor or lessor thereof or other applicable party thereto and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller(ii) such consent has not been obtained; provided, however, that promptly following written request therefor by the Seller delivered foregoing grant of security interest shall extend to, and the term “Collateral” shall include, (A) any general intangible or asset that is an account receivable or a proceed of, or otherwise related to the Administrative Agent following enforcement or collection of, any account receivable, or goods that are the subject of any account receivable; (B) any and all proceeds of any general intangibles or assets that are otherwise excluded to the extent that the assignment or encumbrance of such proceeds is not so restricted; and (C) upon obtaining the consent of any such terminationlicensor, lessor or other applicable party’s consent with respect to any such otherwise excluded general intangibles or assets, such general intangibles and at assets as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationterm “Collateral.” (cd) For Notwithstanding the avoidance foregoing provisions of doubtthis Section 2, the grant of a security interest pursuant to this Section 3.09 as provided herein shall be in addition not extend to, and the term “Collateral” shall not be construed to limit or modify, include more than 65% of the sale total outstanding Foreign Subsidiary Voting Stock of Sold Assets pursuant to Section 2.01(bany Foreign Subsidiary. (e) or the Seller’s grant of This Agreement shall create a continuing security interest pursuant to in the Collateral that shall remain in effect until terminated in accordance with Section 5.0518 hereof.

Security Interest. (a) To secure As security for the prompt payment performance by the Seller of all the terms, covenants and performance agreements on the part of the Guaranteed ObligationsSeller to be performed under this Agreement or any other Transaction Document, including the Seller Guaranty punctual payment when due of the Aggregate Capital and all Yield and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the Seller’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller CollateralSupport Assets”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller of every kind and nature includingnature, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided, however, that the term “Support Assets” shall not include the Subject Receivables. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller CollateralSupport Assets, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) . Immediately upon the occurrence of the Final Payout Date, the Seller Collateral Support Assets shall be automatically released from the lien Lien created hereby, and this Agreement and all rights and obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties and Secured Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral Support Assets shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) . For the avoidance of doubt, (i) the grant of security interest pursuant to this Section 3.09 5.05 shall be in addition to, and shall not be construed to limit or modify, the sale assignment of Sold Assets the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any security interest), obligations or the Seller’s grant liabilities of security interest pursuant to any party under this Section 5.05.

Security Interest. (a) To secure As security for the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in all of Borrower’s right, title and lien upon interest in, to and under any and all property and assets of the Seller, following assets whether now owned or existing or hereafter owned, existing acquired or arising and wherever wheresoever located, including all accessions thereto and products and proceeds thereof (with respect the following Borrower or, together with the Collateral (as defined in the Pledge Agreement), the Loan Parties, collectively, as the context requires, the “Collateral”): (a) the Underwriting Package, and Servicing Records, together with all other files, material documents, instruments, certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto; (b) all “general intangibles”, “accounts”, “securities accounts” (as defined in Section 8-501(a) of the UCC), “deposit accounts”, “investment property”, “instruments” and “chattel paper” (as each such term is defined in the UCC), including without limitation: (1) the Financed Tax Liens, all income thereon and all “securities accounts” to which any or all of the Financed Tax Liens are credited, and (2) the Servicing Rights, (c) all Income; (d) the Lockbox Account, Concentration Account, Collection Account, Distribution Account and Interest Reserve Account (collectively, the “Seller Account Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, monies from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none in each of the obligationsforegoing, (e) the Pledged Equity and all rights, privileges, authority and powers to distributions, dividends and redemptions on account of the Seller under the Sale Agreement; such Pledged Equity, all general intangible and contract rights related thereto and documents and certificates representing or evidencing any Pledged Equity; (vif) all other personal “accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter of credit rights,” and fixture property “securities’ accounts” as each of those terms is defined in the Uniform Commercial Code and all cash and Cash Equivalents and all products and proceeds relating to or assets constituting any or all of the Seller foregoing; and (g) all “proceeds” as defined in the UCC, including without limitation, all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, and records and files (but excluding any financial models or other proprietary information) relating to any and all of every kind and nature any of the foregoing; provided, however, “Collateral” shall exclude any deposit account other than those expressly identified in clause (d) above, including, without limitation, all goods (including inventory, equipment the Borrower’s Operating Account and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights assets from time to the payment of money, insurance claims time deposited therein and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect assets from time to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementtime credited thereto. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance to Buyer of all of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and lien upon all property and assets of interest in the Sellerfollowing , whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located, including the following located (collectively, the “Seller "Collateral”): "): (iA) all Unsold ReceivablesAll accounts, (ii) all Related Security with respect to such Unsold Receivablesreceivables, (iii) all Collections with respect to such Unsold Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, general intangibles (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies (including rights to premium refunds), letter-of-credit rightsrights to tax refunds, commercial tort claimscopyrights, securities patents, trademarks, rights in and under license agreements, and all other investment intellectual property); (B) All inventory, supporting obligations, money, any other contract rights or including Seller's rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of a secured party under any applicable UCC. The Seller hereby authorizes offset and recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Administrative Agent to file financing statements describing the collateral covered thereby as “like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.foregoing; (bG) Immediately upon the occurrence All books and records pertaining to all of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations foregoing; and (other than those expressly stated to survive such terminationH) All proceeds of the Administrative Agentforegoing, the Purchasers and the other Purchaser Parties hereunder shall terminatewhether due to voluntary or involuntary disposition, all including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without delivery of any instrument or performance of any act by any partyBuyer's prior written consent, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, except for the sale of Sold Assets pursuant to Section 2.01(b) or finished inventory in the Seller’s grant 's usual course of security interest pursuant business. Seller agrees to Section 5.05sign UCC financing statements, in a form acceptable to Buyer, and any other instruments and documents requested by Buyer to evidence , perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

Security Interest. (a) To secure the prompt payment payment, observance and performance of the Guaranteed Secured Obligations, the Seller Guaranty Borrower hereby mortgages, pledges and assigns all other Seller Obligations, of the Seller hereby grants Collateral to the Administrative Agent, for the benefit of the Purchasers itself as Agent and the other Secured PartiesLenders and Affiliates of the Lenders, and grants to the Agent, for the benefit of itself as Agent and the Lenders, including NationsBank as issuer of the Letters of Credit and the lender of Non-Ratable Loans, and Affiliates of the Lenders, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinin, and all certificates and instrumentsa continuing Lien upon, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementCollateral. (b) Immediately upon the occurrence As additional security for all of the Final Payout DateSecured Obligations, the Seller Collateral shall be automatically released from Borrower grants to the lien created herebyAgent, for the benefit of itself as Agent and the Lenders and Affiliates of the Lenders, including NationsBank as issuer of the Letters of Credit and the lender of Non-Ratable Loans, a security interest in, and this Agreement assigns to the Agent, for the benefit of itself as Agent and all obligations (other than those expressly stated to survive such termination) the Lenders and Affiliates of the Administrative Lenders, all of the Borrower's right, title and interest in and to, any deposits or other sums at any time credited by or due from each Lender and each Affiliate of a Lender to the Borrower, or credited by or due from any participant of any Lender to the Borrower, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. The Borrower hereby authorizes each Lender and each Affiliate of such Lender and each participant to pay or deliver to the Agent, for the account of the Lenders, without any necessity on the Agent's or any Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the continuation of any Event of Default or in the event that the Agent should make demand for payment hereunder in accordance with the terms hereof and without further notice to the Borrower (such notice being expressly waived), any of the aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and the rights given the Agent, the Purchasers Lenders, their Affiliates and participants hereunder are cumulative with such Person's other rights and remedies, including other rights of set-off. The Agent will promptly notify the other Purchaser Parties hereunder shall terminate, all without delivery Borrower of its receipt of any instrument such funds for application to the Secured Obligations, but failure to do so will not affect the validity or performance enforceability thereof. The Agent may give notice of any act by any partythe above grant of a security interest in and assignment of the aforesaid deposits and other sums, and all rights to the Seller Collateral shall revert to the Seller; providedauthorization, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall make any suitable arrangements with, any Lender, any such Affiliate of any Lender or participant for effectuation thereof, and the Borrower hereby irrevocably appoints the Agent as its attorney to collect any and all such deposits or other sums to the extent any such payment is not be construed made to limit the Agent or modifyany Lender by such Lender, the sale of Sold Assets pursuant to Section 2.01(b) Affiliate or the Seller’s grant of security interest pursuant to Section 5.05participant.

Security Interest. (a) To secure The Issuer hereby pledges, assigns and grants to the prompt Trustee, as security for the due payment and performance of all the Guaranteed Obligations, the Seller Guaranty and Issuer’s obligations under this Indenture for all other Seller Obligations, the Seller hereby grants to the Administrative Agentseries of Outstanding Securities, for itself and for the ratable benefit of the Purchasers and the other Secured PartiesHolders of such Securities, a continuing security interest in and lien upon to all property and assets of the SellerIssuer’s right, title and interest, whether now or hereafter owned, existing or arising and wherever locatedacquired, including in the following (collectively, the “Seller Collateral”): ): (ia) all Unsold Receivables, (ii) Accounts; all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Deposit Accounts and all amounts funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Equity Interests and Investment Property; all certificates and instrumentsInventory; all Equipment; all Goods; all Chattel Paper; all Documents, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventoryIssuer Loans and all of the Issuer’s right, equipment title and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letterinterest thereunder; all Instruments; all Books and Records; all General Intangibles; all Supporting Obligations; all Letter-of-credit rights, commercial tort claims, securities and Credit Rights (all other investment property, supporting obligations, money, any other contract rights or rights capitalized terms used in this paragraph shall have the meanings assigned to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined such terms in the UCC) and ); and (viib) all proceeds of, and all amounts received or receivable under any or all of, of the foregoing. At the expense of the Issuer, the Issuer agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of all Outstanding Securities, including but not limited to, the filing of financing statements pursuant to the UCC. The Administrative Agent (Issuer shall, at its expense, do any further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no liens, encumbrances or charges of any type whatsoever. In furtherance of the grant of the security interest in the Collateral for all Outstanding Securities, upon and during continuance of an Event of Default, the Issuer grants to the Trustee on behalf of the Holders of such Securities the full, exclusive and irrevocable right, power and authority but not the obligation to exercise any and all rights of the Issuer with respect to the Collateral held for the benefit of the Secured Parties) shall have, with respect to all the Seller CollateralHolders of such Securities, and in addition to all the each contract, agreement or other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCCdocument or instrument included therein. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effectTrustee agrees that, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately except upon the occurrence of and during the Final Payout Datecontinuance of an Event of Default, it shall not exercise the Seller Collateral shall be automatically released from the lien created herebypower of attorney, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of or any instrument or performance of any act by any party, and all rights granted to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest Trustee pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.056.8.

Security Interest. (a) To Subject to the terms and conditions of the Intercreditor Agreement, to secure the prompt payment and performance timely repayment of the Guaranteed Obligationsprincipal of, and interest on, the Seller Guaranty Promissory Notes, and all other Seller ObligationsObligations of the Borrower to any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereafter existing or arising, due or to become due, direct or indirect, the Seller Borrower hereby grants to the Administrative AgentGWG Trust, for the benefit of the Purchasers and the other Secured Parties, a continuing continuing, senior security interest in and lien upon all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising arising: (A) the equity and wherever locatedbeneficial interests in GWG DLP Funding II, LLC and any Subsidiary of the Borrower, (B) all bank accounts of the Borrower and all funds, investments and other items of value therein, including the following (collectively, the “Seller Collateral”): (i) all Unsold ReceivablesLifeNotes Account, (iiC) all Related Security with respect to such Unsold Receivablesthe extent permitted by Applicable Law, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) Borrower and (viiD) all proceeds of, and all amounts received or receivable under with respect to any or all of, the foregoing. In addition, subject to the terms of the pledge agreements in favor of GWG Trust, each of the parties set forth in Schedule 1.0 agrees to pledge each of the equity interests set forth in Schedule 1.0 in GWG Holdings, Inc. to secure the timely repayment of the principal of, and interest on, the Promissory Notes. All of the rights and assets described in the foregoing sentences are herein referred to collectively as “Collateral”. The Administrative Agent (Borrower, and the owners set forth in Schedule 1.0 shall, and the Borrower, and the owners set forth in Schedule 1.0 shall cause GWG Trust to, file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the GWG Trust reasonably requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a). The Borrower, and the owners set forth in Schedule 1.0 hereby authorize GWG Trust to file such financing statements as GWG Trust may determine is reasonably necessary or advisable to perfect such security interest without the signature of the Borrower or the owners set forth in Schedule 1.0. Upon the payment by the Borrower of all of the Borrower’s Loans then outstanding or the terms for release under the pledge agreement, the security interest in the Collateral related thereto for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral Lenders shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationGWG Trust. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Debtor hereby grants to the Administrative American Collateral Agent, for the benefit of the Purchasers Lenders and the other Secured PartiesCollateral Agents, a continuing security interest ("Security Interest") in all right, title and lien upon interest of Debtor in all property and assets of the Sellerits personal property, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods of the following types of personal property, in each instance wherever located and whether now owned or hereafter acquired or existing, and in all Proceeds and products thereof in any form. (including inventoryi) all of its Goods (including, equipment without limitation, Inventory, Equipment, Fixtures (whether or not affixed to realty) and any all parts, additions, replacements, substitutions and accessions thereto)thereto or therefor, instruments in all supporting obligations thereof and in all documents and other records therefor; (including promissory notes)ii) all of its Accounts, documents, accounts, chattel paper Chattel Paper (whether tangible or electronic), deposit accountsDeposit Accounts, securities accountsDocuments, securities entitlementsInstruments (including, letterwithout limitation, promissory notes), Investment Property, Letter-of-credit rightsCredit Rights, commercial tort claimsLetters Of Credit, securities and all other investment propertycash, money, supporting obligations, moneyother obligations of any kind owing to Debtor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, all books, invoices, documents and other records in any form evidencing or relating to any of the foregoing; (iii) all of its General Intangibles (including, without limitation, payment intangibles and software); (iv) all of its Intercompany Collateral (as hereinafter defined); (v) all of its other contract rights or rights property described in any schedule from time to time delivered by Debtor to American Collateral Agent; and, to the payment extent not otherwise included, all payments under insurance or any indemnity, warranty or guaranty with respect to any of moneythe foregoing, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (in each case as such terms are defined in under the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of. In addition, the foregoing. The Administrative Agent (Debtor hereby grants a security interest to the American Collateral Agent, for the benefit of the Secured PartiesLenders and the Canadian Collateral Agent and for its benefit as American Collateral Agent, in all of its claims arising out of or relating to any commercial tort claims, including, without limitation, those described on the Schedule hereto or described in any schedule from time to time delivered by Debtor to American Collateral Agent. All of the foregoing property of the Debtor shall be collectively referred to herein as the "Collateral". (b) shall haveDebtor hereby assigns to American Collateral Agent, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties)Lenders and the Canadian Collateral Agent and for its benefit as American Collateral Agent, all the rights any and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of its security interest pursuant to this Section 3.09 shall be in addition any Goods (including, but not limited to, and shall not be construed to limit or modifyEquipment, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.Fixtures And Inventory);

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed ObligationsFor value received, the Seller Guaranty and all other Seller Obligations, the Seller Debtor hereby grants to Trustee a security interest (the Administrative Agent, for the benefit "Security Interest') in and to all of the Purchasers following: (i) any and all retail motor vehicle installment sale contracts (the other Secured Parties"Contracts") acquired with the funds constituting the Indebtedness or with funds received from the repayment of said Contracts or the Replacement Contracts (the "Replacement Contracts"), a continuing which Contracts or Replacement Contracts are originated in connection with the financing of new and used automobiles and light-duty trucks (the "Vehicles"), including all rights to receive payments thereunder and security interest interests in and lien upon all property and assets instruments of title to the SellerVehicles, whether now owned or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, acquired; (ii) all Related Security with respect to such Unsold Receivablesfunds in the Debtor bank accounts styled Master Collections Accounts, Master Operating Account and Note Redemption Account; (iii) all Collections proceeds of an offering pursuant to the Registration Statement of Debtor filed with respect to such Unsold Receivables, the Securities and Exchange Commission (the "Registration Statement"); and (iv) the Lock-Boxes and Collection Accounts all products thereof and all amounts on deposit therein, cash and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none noncash proceeds of any of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature foregoing, in any form, including, without limitation, proceeds of insurance policies from the loss thereof, all goods (including inventorytitles to the Vehicles and all assignment of liens, equipment all Contracts, Vehicle Titles, assignments, dealer recourse agreements, other documents and instruments in the possession of the Debtor, and any accessions thereto), documents or instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) possession, custody and control of any Contract Servicer or any independent Custodian (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than foregoing hereinafter called the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller"Collateral"); provided, however, that promptly following written request therefor by the Seller delivered security interest granted hereunder is subject to the Administrative Agent following any such termination, conditions and at limitations set forth in the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationRegistration Statement. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt and complete payment and performance of all of the Guaranteed ObligationsLiabilities when due or declared due in accordance with the terms hereof, the Seller Guaranty each Borrower hereby grants, pledges, conveys and all other Seller Obligations, the Seller hereby grants transfers to the Administrative Agent, (for the ratable benefit of Lenders, Agent and, as applicable, Lenders’ Affiliates) (in addition to the Purchasers security interests, assignments and mortgages on the Real Property as contemplated by the Mortgages and the other Secured Parties, Financing Agreements) a continuing security interest in and lien upon to any and all assets and personal property of such Borrower, of any kind or description, tangible or intangible, wheresoever located and assets of the Seller, whether now existing or hereafter owned, existing arising or arising and wherever locatedacquired, including the following (collectivelyall of which property, along with the products and proceeds therefrom, are individually and collectively referred to as the “Seller Collateral”): (ia) all Unsold Receivablesof such Borrower’s accounts receivable, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment Accounts and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letterHealth-ofCare-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) Insurance Receivables (each as defined in the UCC) and Code), (viib) all proceeds ofof such Borrower’s General Intangibles, including, without limitation General Intangibles related to accounts receivable and money; (c) all of such Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against, any Lender, or any other financial institution with which such Borrower maintains deposits; (d) all of such Borrower’s contracts, licenses, chattel paper, instruments, notes, letters of credit, bills of lading, warehouse receipts, shipping documents, contracts, tax refunds, documents and documents of title, and all amounts received of such Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in the Code); (e) all of such Borrower’s Inventory and Equipment (each as defined in the Code) and motor vehicles and trucks; (f) all of such Borrower’s monies, and any and all other property and interests in property of such Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the Code), now or receivable under any hereafter coming into the actual possession, custody or all of, the foregoing. The Administrative Agent (for the benefit control of the Secured Parties) shall haveAgent or any agent or Affiliate of the Agent in any way or for any purpose (whether for safekeeping, with respect to all the Seller Collateraldeposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to the Agent’s rights of setoff, the balance of any account or any amount that may be owing from time to time by the Agent to such Borrower; (g) all the other rights and remedies available insurance proceeds of or relating to the Administrative Agent (for the benefit any of the Secured Parties)foregoing property and interests in property, and any key man life insurance policy covering the life of any officer or employee of such Borrower; (h) all proceeds and profits derived from the rights and remedies operation of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “such Borrower’s business; (i) all of the debtor’s other assets and personal property or assets” or words to that effect, notwithstanding that of such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.Borrower;

Security Interest. (a) To secure Buyer and Sellers intend that all Transactions hereunder be sales to Buyer of the prompt payment Purchased Loans for all purposes (other than for accounting and U.S. Federal, state and local income or franchise Tax purposes) and not loans from Buyer to Sellers secured by the Purchased Loans. Notwithstanding the foregoing, in order to preserve Buyer’s rights under this Agreement and the other Transaction Documents (i) in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and (ii) irrespective of any recharacterization determination, as security for both its performance and for the performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligationsof all Obligations hereunder and under the Transaction Documents, the each Seller hereby grants to the Administrative Buyer and Repo Agent, for the benefit of the Purchasers Buyer and the other Secured PartiesRepo Agent, a continuing security interest in all of such Seller’s right, title and lien upon all property interest in, to and assets of the Sellerunder, in each case, whether now owned or existing, or hereafter owned, existing acquired or arising and wherever located, including the following (collectively, the “Seller Collateral”): arising: (i) all Unsold Receivablesof the Purchased Loans, inclusive of any related Advances (including, for the avoidance of doubt, all security interests, mortgages and liens on personal or real property securing the Purchased Loans, inclusive of any related Advances), (ii) the Purchased Loan Documents and all Related Security with respect to such Unsold ReceivablesRecords, (iii) all Collections with respect to such Unsold Receivablesrelated Servicing Rights and Servicing Records, (iv) the Lock-Boxes and each Collection Accounts Account and all amounts on deposit therein, and all certificates and instruments, if any, property from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the Remittance Account and all rights (but none of the obligations) of the Seller under the Sale Agreement; amounts and property from time to time on deposit therein, (vi) all other personal Income from the Purchased Loans, inclusive of any related Advances, (vii) each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the related Servicing Agreements, (viii) all mortgage guarantees and fixture property insurance policies relating to any Purchased Loan or assets the related Mortgaged Property, and all proceeds thereunder, (ix) all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing items set forth in clauses (i) through (viii) above, (x) all replacements, substitutions or distributions on or proceeds, payments, cash, and profits of, and records and files relating to, any and all of the foregoing items set forth in clauses (i) through (ix) above, (xi) the Disbursement Account established by the Disbursement Agent and Account Control Agreement, dated as of the Closing Date, among Sellers, Buyer and U.S. Bank National Association as Disbursement Agent, and all amounts and property from time to time on deposit therein and (xii) any other property, rights, titles or interests as are specified in a Confirmation, Trust Receipt, the Purchased Loan Schedule or Exception Report, in all instances whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the items set forth in clauses (i) through (xii) above, the “Repurchase Assets”). Each Seller of every kind hereby acknowledges and nature agrees that its rights with respect to the Repurchase Assets (including, without limitation, all goods (including inventory, equipment any security interest it may have in the Purchased Loans and any accessions theretoother collateral granted to such Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer and Repo Agent hereunder and under the other Transaction Documents. (b) With respect to the security interest in the Repurchase Assets granted in Section 6(a), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities Buyer and Repo Agent shall have all other investment property, supporting obligations, money, of the rights and may exercise all of the remedies of a secured creditor under the UCC and any other contract rights applicable law and shall have the right to apply the Repurchase Assets, or rights proceeds therefrom to the payment Obligations of money, insurance claims each Seller under this Agreement and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, other Transaction Documents. In furtherance of the foregoing. The Administrative Agent , (for i) Repo Agent, at the benefit of the Secured Parties) applicable Seller’s sole cost and expense, shall have, cause to be filed as a protective filing with respect to all the Seller CollateralRepurchase Assets and as a UCC filing with respect to the security interests granted in Section 6(c) one or more UCC financing statements in form satisfactory to Repo Agent (to be filed in the filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer and the security interest granted hereby and, in each case, continuation statements and any amendments thereto (collectively, the “Filings”), and in addition shall forward copies of such Filings to each Seller upon completion thereof, and (ii) each Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may be necessary or desirable or as may be reasonably requested by Buyer to maintain and continue the other rights perfection and remedies available to the Administrative Agent (for the benefit priority of the Secured Parties), all outright transfer of the Purchased Loans and the security interest granted hereunder in the Repurchase Assets and the rights and remedies of a secured party under Buyer and Repo Agent with respect to the Repurchase Assets (including the payments of any applicable UCCfees and Taxes required in connection with the execution and delivery of this Agreement). The Each Seller hereby authorizes the Administrative Repo Agent to file or cause to be filed such financing statement or statements relating to the Repurchase Assets and all proceeds thereof and any Servicing Rights of such Seller and the proceeds related thereto (including a financing statement describing the collateral covered thereby as “all assets of the debtor’s personal property such Seller, whether now owned or assetshereafter acquired or arising, wherever located, together with all accessions thereto and proceeds thereof” or words to that effect, notwithstanding that such wording other super-generic description thereof as Repo Agent may be broader in scope than the collateral described in this Agreement. (bdetermine) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive without such termination) of the Administrative Seller’s signature thereon as Repo Agent, the Purchasers and the other Purchaser Parties hereunder shall terminateat its option, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationmay deem appropriate. (c) For the avoidance of doubt, neither Seller retains economic rights to the grant servicing of the Servicing Released Purchased Loans and related Mortgaged Properties; provided that each Seller shall and shall cause each Servicer to continue to service the related Purchased Loans and Mortgaged Properties hereunder as part of its Obligations hereunder. As such, each Seller expressly acknowledges that the Servicing Retained Purchased Loans and related Mortgaged Properties are sold to Buyer on a “servicing retained” basis and the Servicing Released Purchased Loans and related Mortgaged Properties are sold to buyer on a “servicing released” basis, as applicable, and each Seller hereby grants, assigns and pledges to Buyer and Repo Agent a security interest pursuant in any Servicing Rights of such Seller and all proceeds related thereto and in all instances, whether now owned or existing or hereafter acquired or arising. (d) The pledges set forth in clauses (a) and (c) are intended to constitute security agreements or other arrangements or other credit enhancements related to this Section 3.09 shall be in addition to, Agreement and shall not be construed to limit or modify, Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(xi) of the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05Bankruptcy Code.

Security Interest. (a) To secure As a general and continuing security for the prompt payment and performance of any and all Liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Guaranteed ObligationsGrantor to the Lender or remaining unpaid by the Grantor to the Lender wheresoever and howsoever incurred and howsoever evidenced, whether arising from dealings between the Lender and the Grantor or from other dealings or proceedings by which the Grantor may be or become in any manner indebted, obligated or liable to the Lender, including, without limitation, under the Guarantee, and wherever incurred and in any currency and whether incurred by the Grantor alone or with another or others and whether as principal, guarantor or surety including expenses under Sections 3.5 and 3.12 of this Agreement and all interest, commissions, cost of realization, legal and other costs, charges and expenses the Grantor, IN CONSIDERATION OF THE LIABILITIES and for other good and valuable consideration, the Seller Guaranty receipt and all other Seller Obligationssufficiency of which are hereby acknowledged, the Seller does hereby grants grant to the Administrative Agent, for the benefit of the Purchasers and the other Secured PartiesLender, a continuing security interest in all present and lien upon all after-acquired personal property and assets of the SellerGrantor, including without limitation the following Collateral: (a) All Accounts, Deposit Accounts, Intangibles, Documents, Documents of Title, Instruments, Investment Property, Money, Chattel Paper and any other similar rights of the Grantor however created or evidenced, whether now existing or hereafter owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, insurance commissions, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, provincial or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and other like business property rights, all applications to acquire such rights, for which application may at any time be made by the Grantor, together with any and all books and records pertaining thereto and any right, title or interest in any Inventory which gave rise to an Account, and all Intellectual Property throughout the world; (b) All Inventory, whether now existing or arising hereafter acquired and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature specifically including, without limitation, all goods merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Inventory and all materials of the Grantor used or consumed or to be used or consumed in the Grantor's business, together with any and all books and records pertaining thereto; (including inventoryc) All Equipment, equipment and any accessions thereto)Fixtures, instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities Goods and all other investment property, supporting obligations, money, any other contract rights tangible personal property of the Grantor of every kind or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each nature which are not inventory or consumer goods as defined in the UCCPPSA, whether now owned or hereafter acquired, wherever located, specifically including, without limitation, all machinery, trucks, boats, barges, on and off the road vehicles, forklifts, tools, dies, jigs, presses, appliances, implements, improvements, accessories, attachments, parts, components, partitions, systems, carpeting, draperies and apparatus; (d) All products and Proceeds of each of the foregoing, specifically including, without limitation, (viii) any and all proceeds Proceeds of any insurance, indemnity, warranty or Guarantee payable to the Grantor from time to time, (ii) any and all payments of any form whatsoever made or due and payable to the Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing by any governmental authority or any Person acting under color of governmental authority, (iii) to the extent of the value of Collateral, claims arising out of the loss, nonconformity, or interference with the use of, and all amounts received defects or receivable under any infringement of rights in, or all ofdamage to, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and (iv) any and all other amounts from time to time paid or payable under or in addition to all the other rights and remedies available to the Administrative Agent (for the benefit connection with any of the Secured Parties)foregoing, all whether or not in lieu thereof; (e) All renewals, extensions, replacements, modifications, additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and the rights like now in, attached to or which may hereafter at any time be placed in or added to any Collateral, whether or not of like kind; and (f) All rights, remedies, claims and remedies of a secured party demands under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all or in connection with each of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementforegoing. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment and performance of all Obligations (including without limitation the Guaranteed ObligationsLoans, other advances and Letters of Credit), the Seller Guaranty Agent, as agent for and all other Seller Obligationson behalf of the Lenders, shall have and each of the Seller Borrowers hereby grants to the Administrative Agent, as agent for the benefit and on behalf of the Purchasers and the other Secured PartiesLenders, a continuing security interest in and lien upon all personal property and assets fixtures of the SellerBorrowers of every kind and description, tangible or intangible, whether now or hereafter ownedexisting, existing whether now owned or arising hereafter acquired, and wherever located, including including, but not limited to the following (collectively, the “Seller Collateral”): (i) following: all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none Inventory of the obligations) Borrowers; all furniture, fixtures and similar property of the Seller under Borrowers; all Machinery and Equipment of the Sale AgreementBorrowers; (vi) all accounts of the Borrowers; all contract rights of the Borrowers; all other personal and fixture property or assets rights of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights Borrowers to the payment of money, insurance claims and proceedsincluding without limitation amounts due from Affiliates, tax refunds, and insurance proceeds; all interest of the Borrowers in goods as to which an Account shall have arisen; all files, records (including without limitation computer programs, tapes and related electronic data processing software) and writings of the Borrowers or in which any of the Borrowers has an interest in any way relating to the foregoing property; all goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash or other property owned by any of the Borrowers or in which any of the Borrowers has an interest which are now or may hereafter be in the possession of the Agent or any of the Lenders or as to which the Agent or any of the Lenders may now or hereafter control possession by documents of title or otherwise; all general intangibles of the Borrower (including without limitation all payment intangibles) (each as defined patents, trademarks, trade names, service marks, copyrights and applications for any of the foregoing; all rights to use patents, trademarks, trade names, service marks and copyrights of any Person; and any rights of the Borrowers to retrieval from third parties of electronically processed and recorded information pertaining to any of the types of collateral referred to in this Section 6.1); any other property of the Borrowers, real or personal, tangible or intangible, in which the Agent or any of the Lenders now has or hereafter acquires a security interest or which is now or may hereafter be in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit possession of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit or any of the Secured Parties)Lenders; any sums at any time credited by or due from the Agent or any of the Lenders to any of the Borrowers, all the rights including deposits; and remedies proceeds and products of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent and accessions to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementforegoing. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment 2.1 In furtherance and performance as confirmation of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following Security Interest (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCCSecurity Agreement) and (vii) all proceeds of, and all amounts received or receivable under any or all of, granted by the foregoing. The Administrative Grantors to the Collateral Agent (for the benefit of the Secured Parties) shall have, with respect to all under the Seller CollateralSecurity Agreement, and as further security for the payment or performance, as the case may be, in addition to full of all of its liability (as issuer or guarantor or otherwise) for the principal of and interest and premium (if any) on all present and future Note Debt and Obligations in respect thereof and all of its other rights present and remedies available future Parity Lien Obligations, each Grantor hereby ratifies such Security Interest and grants to the Administrative Collateral Agent (for the benefit of the Secured Parties) a continuing security interest, with a power of sale in accordance with the Security Agreement (which power of sale shall be exercisable only during the continuance of an Actionable Default), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “in all of the debtor’s personal present and future right, title and interest of the Grantors in and to the following property, and each item thereof, whether now owned or existing or hereafter acquired or arising, together with all products, proceeds, substitutions, and accessions of or to any of the following property or assets” or words to that effect(collectively, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement“IP Collateral”): (a) All Copyrights and Copyright Licenses. (b) Immediately upon the occurrence All Patents and Patent Licenses. (c) All Trademarks and Trademark Licenses. (d) All renewals of any of the Final Payout Dateforegoing. (e) All General Intangibles connected with the use of, the Seller Collateral shall be automatically released from the lien created herebyor related to, and this Agreement any and all obligations Intellectual Property (other than those expressly stated to survive such termination) including, without limitation, all goodwill of the Administrative AgentGrantors and their business, the Purchasers products and services appurtenant to, associated with, or symbolized by, any and all Intellectual Property and the other Purchaser Parties hereunder shall terminateuse thereof). (f) All income, royalties, damages and payments now and hereafter due and/or payable under and with respect to any of the foregoing, including, without limitation, payments under all without delivery Licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof. (g) The right to ▇▇▇ for past, present and future infringements and dilutions of any instrument or performance of the foregoing. (h) All of the Grantors’ rights corresponding to any act by any party, and all rights to of the Seller Collateral shall revert to foregoing throughout the Sellerworld. ; provided, however, that promptly following written request therefor by the Seller delivered IP Collateral shall not include any of such property to the Administrative Agent following any extent the Fair Market Value of such terminationproperty, and at the expense together with all other property specified in clause (iv) of the Seller, definition of Excluded Assets (as defined in the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationSecurity Agreement) does not at any time exceed $10 million. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. ▇▇▇▇ hereby pledges, assigns and sets over to the Owner, as security for payment by ▇▇▇▇ of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts Pledged Account and all amounts on deposit thereinor to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of ▇▇▇▇ to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (b) TERI’s right to receive all certificates Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, ▇▇▇▇ hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner: (a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by ▇▇▇▇ and wheresoever located, including without limitation: (i) All contract rights, claims, instruments, if anynotes and accounts, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinwhether now existing or hereafter arising, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods of the same evidencing or representing indebtedness due or to become due to ▇▇▇▇ (all hereinafter called the “Accounts”); (ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including inventory, equipment any securities which are purchased through and for which records are maintained on a book entry system through any accessions theretofinancial intermediary (as defined in § 8-313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”); (iii) All right, title and interest of ▇▇▇▇ in or to all instruments (including promissory notes), documents, accounts, chattel paper (whether tangible and documents covering or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment relating to the above described property, supporting obligationsincluding but not limited to, moneyall books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”); (iv) All interest, dividends and/or other earnings of any other contract rights kind which are paid with respect to or rights to derived from the payment of money, insurance claims and proceedsPledged Account, and all general intangibles (including all payment intangibles) (each as defined in proceeds of any of the UCC) and (vii) all proceeds offoregoing, and the present and continuing right to make claim for, collect, receive and receipt for, any and all amounts received or receivable under any or all ofsuch interest, dividends and/or other earnings; and (v) All the foregoing. The Administrative Agent (for the benefit proceeds of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.foregoing; (b) Immediately upon All contract and other rights of ▇▇▇▇ to receive payment of Guaranty Fees, other than the occurrence ▇▇▇▇ Guarantee Fee Entitlement, from the Owner under each of the Final Payout Date, the Seller Collateral shall be automatically released Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the lien created herebyOwner pursuant to such section, and this Agreement any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all obligations rights of ▇▇▇▇ to receive or collect Recoveries; and (other than those expressly stated to survive such terminationd) All proceeds of the Administrative Agentforegoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, earnings from, and proceeds of the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument Pledged Account immediately upon deposit or performance of any act by any partyaccrual, and all rights to Guaranty Fees and Recoveries immediately upon the Seller Collateral receipt thereof, without the making or doing of any further act or thing whatsoever. ▇▇▇▇ shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such terminationtake all further action, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and Owner such other documents documents, as may be requested from time to time by the Seller shall reasonably request Owner to evidence such termination. (c) For create, evidence, maintain and effect the avoidance of doubt, the grant of Owner’s security interest pursuant to this Section 3.09 shall be in addition to, the Pledged Account and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05other rights pledged hereunder.

Security Interest. (a) To secure As collateral security for the prompt payment performance by the Seller of all the terms, covenants and performance agreements on the part of the Guaranteed ObligationsSeller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller Guaranty and all other Seller Obligationshereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, and hereby grants to the Administrative Agent, Program Agent for its benefit and the ratable benefit of the Purchasers Investors, the Banks and the other Secured PartiesInvestor Agents, a continuing security interest in, all of the Seller’s right, title and interest in and lien upon all property and assets of to (A) the SellerOriginator Purchase Agreement, whether now or hereafter ownedincluding, existing or arising and wherever locatedwithout limitation, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement, (ii) all Related Security with respect security interests and property subject thereto from time to such Unsold Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement, (iii) all Collections rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Unsold Receivablesthe Originator Purchase Agreement, (iv) claims of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinSeller for damages arising out of or for breach of or default under the Originator Purchase Agreement, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) right of the Seller under the Sale Agreement; to compel performance and otherwise exercise all remedies thereunder, (viB) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all other personal and fixture property or assets of the Seller of every kind and nature assets, including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities instruments and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, (C) the Lock-Box Accounts and the Cash Collateral Account and (viiD) to the extent not included in the foregoing, all proceeds of, of any and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementforegoing. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt performance by the Sellers of all the terms, covenants and agreements on the part of each Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment and performance when due of the Guaranteed Obligations, the Seller Guaranty Aggregate Capital and all Yield and all other Seller Obligations, the each Seller hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in in, all of such Seller’s right, title and lien upon interest in, to and under all property and assets of the Sellerfollowing, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller CollateralSupport Assets”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the such Seller under the related Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the such Seller of every kind and nature includingnature, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided, however, that the term “Support Assets” shall not include the Subject Receivables. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller CollateralSupport Assets, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Each Seller hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) . Immediately upon the occurrence of the Final Payout Date, the Seller Collateral Support Assets shall be automatically released from the lien Lien created hereby, and this Agreement and all rights and obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties and Secured Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral Support Assets shall revert to the applicable Seller; provided, however, that promptly following written request therefor by the any Seller delivered to the Administrative Agent following any such termination, and at the expense of the SellerSellers, the Administrative Agent shall execute and deliver to the such Seller UCC-3 termination statements and such other documents as the such Seller shall reasonably request to evidence such termination. (c) . For the avoidance of doubt, (i) the grant of security interest pursuant to this Section 3.09 5.05 shall be in addition to, and shall not be construed to limit or modify, the sale assignment of Sold Assets the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any security interest), obligations or the Seller’s grant liabilities of security interest pursuant to any party under this Section 5.05.

Security Interest. (a) To secure As security for the prompt and complete payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers Liabilities and the other Secured PartiesAffiliate Revolving Loan Liabilities when due or declared due, a continuing security interest in each Borrower hereby grants, pledges, conveys and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available transfers to the Administrative Agent (for the ratable benefit of the Secured PartiesLenders and Administrative Agent) a continuing security interest in and to all of such Borrower’s right, title and interest in and to the following property and interests in property, whether now owned or existing or hereafter owned, arising or acquired, and wheresoever located (collectively, the “Collateral”): (a) all of Borrower’s accounts receivable, including, without limitation, Accounts and Health-Care-Insurance Receivables (each as defined in the Code), (b) all of the rights Borrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and remedies money; (c) all of a secured party under any applicable UCC. The Seller hereby authorizes Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against, the Administrative Agent to file financing statements describing or any Lender, or any other financial institution with which the collateral covered thereby as “Borrower maintains deposits; (d) all of the debtorBorrower’s personal property or assets” or words to that effectcontracts, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence licenses, chattel paper, instruments, notes, letters of credit, contract rights, bills of lading, warehouse receipts, shipping documents, permits, tax refunds, documents and documents of title, and all of the Final Payout DateBorrower’s Tangible Chattel Paper, the Seller Collateral shall be automatically released from the lien created herebyDocuments, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and this Agreement Goods (each as defined in the Code); (e) all of the Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of the Borrower’s monies, and any and all obligations other property and interests in property of the Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (other than those expressly stated to survive such termination) each as defined in the Code), now or hereafter coming into the actual possession, custody or control of the Administrative Agent, any Lender or any agent or Affiliate thereof in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to the Purchasers Administrative Agent’s and each Lender’s rights of setoff (which the other Purchaser Parties hereunder shall terminateBorrower acknowledges), all without delivery the balance of any instrument account or performance any amount that may be owing from time to time by Administrative Agent or any Lender to the Borrower; (g) all insurance proceeds of or relating to any of the foregoing property and interests in property, and any key man life insurance policy covering the life of any act by officer or employee of Borrower; (h) all proceeds and profits derived from the operation of the Borrower’s business; (i) all of the Borrower’s books and records, computer printouts, manuals and correspondence relating to any partyof the foregoing and to the Borrower’s business; and (j) all accessions, improvements and additions to, substitutions for, and all rights replacements, products, profits and proceeds of any of the foregoing. Administrative Agent acknowledges that it will not have control over or right of setoff against the Government Blocked Account (as defined in the Revolving Loan Agreement) solely to the Seller Collateral shall revert to the Seller; extent such control or right of setoff is or would be prohibited by applicable Healthcare Laws, provided, however, that promptly following written request therefor by the Seller delivered as soon as any such prohibition or restriction lapses or is legally removed Borrower shall immediately take such all actions as are reasonably necessary to the provide Administrative Agent following any DM3\2429630.8 with control over and/or the right of setoff against such termination, and Government Blocked Account (at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationBorrower’s cost). (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): ): (i) all Unsold Receivables, ; (ii) all Related Security with respect to such Unsold Receivables, ; (iii) all Collections with respect to such Unsold Receivables, ; (iv) the Lock-Boxes and Collection Accounts, other than the Excluded Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts other than the Excluded Collection Accounts and amounts on deposit therein, ; (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement; ; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and ); (vii) the Pledged Investment Account and all Permitted Investments contained therein, the Pledged Deposit Account, and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing the Pledged Investment Account and the Pledged Deposit Account; and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. ; provided, notwithstanding the foregoing or any provision of any Transaction Document, none of the Administrative Agent, any Purchaser Party or any beneficiary thereof shall have the right to hold, review, view, audit or otherwise possess (x) any Contract; or (y) any financial reporting or other books or records specifically relating to such Contract and the Receivables generated thereunder, the disclosure of which is precluded by the applicable terms of such Contract, provided, further, however, that during the occurrence and continuance of an Event of Termination, to the extent that the related Obligor has defaulted in the payment of any Receivable, upon the request of the Administrative Agent the Seller shall provide the Administrative Agent with such information reasonably requested with respect to any such Contract (which may be redacted versions of or excerpts of any Contract) to the extent needed for the Administrative Agent to enforce such Contract against the applicable Obligor. (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed ObligationsBorrower (whether as Borrower or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Borrower hereunder or thereunder, whether for Principal, Yield, Fees (including, without limitation, interest and principal on any Cash Secured Advances), indemnification payments, expenses or otherwise (all of the foregoing, collectively, the Seller Guaranty and all other Seller "Obligations"), the Seller Borrower hereby assigns to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, and hereby grants to the Administrative Agent, Program Agent for its benefit and the ratable benefit of the Purchasers Investors, the Banks and the other Secured PartiesInvestor Agents, a continuing security interest in, all of the Borrower's right, title and interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including to the following (collectively, the “Seller "Collateral”): ") (A) the Purchase Agreements and the Parent Undertakings, including, without limitation, (i) all Unsold Receivablesrights of the Borrower to receive moneys due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (ii) all Related Security with respect security interests and property subject thereto from time to such Unsold Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (iii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Purchase Agreements or the Parent Undertakings, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and (v) the right of the Borrower to compel performance and otherwise exercise all remedies thereunder, (B) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, the Related Security and Collections with respect to such Unsold Receivablesthereto and all other assets, including, without limitation, accounts, chattel paper, instruments, payment intangibles and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (ivC) the Lock-Boxes and Collection Deposit Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time (D) to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of extent not included in the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitationforegoing, all goods (including inventory, equipment proceeds of any and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementforegoing. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, Purchaser (for its own benefit and for the benefit of the Purchasers and the other Secured Parties), a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including all of its right, title and interest in the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale AgreementRSCA; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent Purchaser (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent Purchaser (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent Purchaser to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent Purchaser following any such termination, and at the expense of the Seller, the Administrative Agent Purchaser shall execute (if legally required) and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As collateral security for the prompt payment performance by the Seller of all the terms, covenants and performance agreements on the part of the Guaranteed ObligationsSeller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller Guaranty hereunder or thereunder, whether for indemnification payments, principal and all other Seller Obligationsinterest on the Cash Secured Advances, Yield, Capital, fees, expenses or otherwise, the Seller hereby assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers Investors and the other Secured PartiesBanks, a continuing security interest in, all of the Seller’s right, title and interest in and lien upon all property to (A) the Originator Purchase Agreement and assets of the SellerUndertaking (Originator), whether now or hereafter ownedincluding, existing or arising and wherever locatedwithout limitation, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (ii) all Related Security with respect security interests and property subject thereto from time to such Unsold Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (iii) all Collections rights of the Seller to receive proceeds of any insurance (including, without limitation, the right to receive Insurance Proceeds), indemnity, warranty or guaranty with respect to such Unsold Receivablesthe Originator Purchase Agreement or the Undertaking (Originator), (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking (Originator), and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, goods, instruments and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Lock-Boxes and Collection Accounts Deposit Accounts, and all amounts any funds on deposit thereinin any such account, and all certificates and instruments, if any, from time (D) to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of extent not included in the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitationforegoing, all goods (including inventory, equipment proceeds of any and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementforegoing. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure its obligations under the prompt payment and performance of Notes (as defined in the Guaranteed ObligationsPurchase Agreement), the Seller Guaranty and all other Seller Obligations, the Seller Debtor hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, pari passu, a present and continuing first priority security interest in all of Debtor’s right, title and lien upon interest in, to and under all its property and assets of (the Seller“Collateral”), whether now owned or existing or hereafter owned, existing acquired or arising and wherever wheresoever located, including the following (collectivelyincluding, the “Seller Collateral”): without limitation: (i) the software, including all Unsold Receivablessource code, object code and documentation, and lexicon databases together comprising Debtor’s VUIT™ reading system, including all trade secrets, copyrights and other property rights therein; (ii) the patent applications and provisional patent applications listed on Exhibit A attached hereto and made a part hereof, and all Related Security continuations, divisions, re-issues and renewals thereof, in whole or in part, together with any patents that may be issued with respect to such Unsold Receivables, thereto; (iii) the applications to register trademarks listed on Exhibit B attached hereto and made a part hereof, all Collections with respect common law rights in the trade marks, service marks and trade names subject to such Unsold Receivablesregistrations, all statutory rights that may attach to any registrations thereof and any related renewals, and all related good will; (iv) the Lock-Boxes right to ▇▇▇ for past, present and Collection Accounts future infringement or misappropriation of trade secrets, copyrights, patents, trademarks and all amounts on deposit thereinservice marks, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, rights corresponding thereto throughout the world; (v) all rights (but none products and proceeds of the obligations) foregoing, including the right to receive license fees, royalties and other payments in respect thereof, the proceeds of the Seller under the Sale Agreement; any infringement suits, and so forth; (vi) all other personal equipment (including all machinery, tools and fixture property or assets of the Seller of every kind and nature including, without limitationfurniture), all goods inventory (including inventoryall merchandise, equipment raw materials, work in process, finished goods and any accessions theretosupplies), instruments motor vehicles and goods, (including promissory notesthe “Tangible Collateral”), documents, ; (vii) all accounts, chattel paper (whether tangible or electronic)accounts receivable, deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, payment intangibles, other receivables, contract rights, contracts, leases, chattel paper, electronic chattel paper, commercial tort claims, insurance refund claims and other insurance claims and proceeds, and all general intangibles of Debtor including, without limitation, all tax refund claims, goodwill, going concern value, blueprints, designs, computer programs, software, service marks, inventions, trade names, customer lists, product lines and research and development, all of Debtor’s rights under all present and further authorizations, permits, licenses and franchises heretofore or hereafter granted to Debtor for the operation of Debtor’s business (including including, to the maximum extent permitted by law, all payment intangibles) rights incident to appurtenant to such licenses and permits, including, without limitation, the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of such licenses and permits)(but expressly excluding Debtor’s rights as licensee under the VIPAR™ search engine software license from UT Battelle, LLC and Oak Ridge National Laboratory, which is by its terms is non-assignable and is excluded from the Collateral notwithstanding anything else to the contrary in this Agreement); (each as defined in the UCC) and (viiviii) all instruments, documents of title, letters of credit, rights to proceeds ofof letters of credit, letter of credit rights, supporting obligations of every kind and description, policies and certificates of insurance, securities, securities entitlements, investment property, partnership interests, membership interests in limited liability companies (including, without limitation, all of Debtors’ right, title and interest in and to all limited liability companies and partnerships and to any successor business entities, and the right to receive all payments and distributions due or to become due under all related partnership agreements, operation agreements, and other constituent documents governing or establishing such business entities), bank deposits, deposit accounts, checking accounts, certificates of deposit and cash; (ix) all accessions, additions or improvements to, and all amounts received or receivable under any or all proceeds and products of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words foregoing, including proceeds of insurance; and (x) all books, records, documents, computer tapes and discs relating to that effect, notwithstanding that such wording may be broader in scope than all of the collateral described in this Agreementforegoing. (b) Immediately upon the occurrence All Collateral consisting of the Final Payout Dateaccounts, the Seller contract rights, chattel paper, general intangibles and other Collateral shall be automatically released described in subparagraph (vii) above arising from the lien created herebysale, and this Agreement and all obligations (other than those expressly stated to survive such termination) delivery or provision of goods and/or services are sometimes hereinafter collectively called the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination“Customer Receivables.” (c) Debtor hereby acknowledges and agrees that the description of Collateral contained in this Security Agreement covers, and is intended to cover, all assets of Debtor. For the avoidance of doubt, it is expressly understood and agreed that, to the extent that the Uniform Commercial Code (“UCC”) is revised subsequent to the date hereof such that the definition of any of the foregoing terms included in the description of Collateral is changed, the parties agree that any property which is included in such changed definitions which would not otherwise be included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of security interest pursuant to this Section 3.09 shall be in addition tosuch revision, and shall not it being the intention of the parties hereto that the description of Collateral set forth herein be construed to limit or modify, include the sale broadest possible range of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant property and assets and all tangible and intangible personal property and fixtures of security interest pursuant to Section 5.05Debtor of every kind and description.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale AgreementAgreements; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed ObligationsBorrower (whether as Borrower or otherwise) to be performed under this Agreement, the Seller Guaranty Transaction Documents or any other document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Borrower hereunder or thereunder, whether for Principal, Yield, Fees (including, without limitation, interest and principal on any Cash Secured Advances), indemnification payments, expenses or otherwise (all other Seller Obligationsof the foregoing, collectively, the Seller "Obligations"), the Borrower hereby grants to the Administrative Agent, Program Agent for its benefit and the ratable benefit of the Purchasers Investors, the Banks and the other Secured PartiesInvestor Agents, a continuing security interest in, all of the Borrower's right, title and interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including to the following (collectively, the “Seller "Collateral”): ") (a) the Purchase Agreements and the Parent Undertakings, including, without limitation, (i) all Unsold Receivablesrights of the Borrower to receive monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (ii) all Related Security with respect security interests and property subject thereto from time to such Unsold Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (iii) all Collections rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Unsold Receivablesthe Purchase Agreements or the Parent Undertakings, (iv) claims of the Lock-Boxes Borrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and Collection Accounts (v) the right of the Borrower to compel performance and otherwise exercise all amounts on deposit thereinremedies thereunder, (b) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, and all certificates and instrumentsother assets, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accountsinstruments, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities payment intangibles and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC), including undivided interests in any of the foregoing, (c) the Lockboxes, Deposit Accounts, Borrower's Account and any other deposit accounts, (d) all other property or interests in property, and (viie) to the extent not included in the foregoing, all proceeds of, of any and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementforegoing. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement, the RFA Notes or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets without duplication of the Seller of every kind and nature including, without limitationforegoing, all goods of its accounts, general intangibles (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronicpayment intangibles), deposit accounts, securities accountsinvestment property, securities entitlementsfinancial assets, instruments, chattel paper and letter-of-credit rights, commercial tort claims, securities and (vii) all other investment property, supporting obligations, money, any other contract rights or rights obligations relating to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) foregoing and (viiviii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent (for the benefit of the Secured Parties) to file financing statements in each jurisdiction the Administrative Agent deems necessary and appropriate to perfect its security interest in the Collateral, describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed ObligationsBorrower (whether as Borrower or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including, without limitation, the Seller Guaranty and punctual payment when due of all other Seller Obligationsobligations of the Borrower hereunder or thereunder, whether for principal, interest, fees, indemnification payments, expenses or otherwise (all of the foregoing, collectively, the Seller “Obligations”), the Borrower hereby assigns to the Administrative Agent for its benefit and the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers Lenders a security interest in, all of the Borrower’s right, title and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including to the following (collectively, the “Seller Collateral”): (A) the Purchase Agreements and the Parent Undertakings, including, without limitation, (i) all Unsold Receivablesrights of the Borrower to receive moneys due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (ii) all Related Security with respect security interests and property subject thereto from time to such Unsold Receivablestime purporting to secure payment of monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (iii) all rights of the Borrower to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Purchase Agreements or the Parent Undertakings, (iv) claims of the Borrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and (v) the right of the Borrower to compel performance and otherwise exercise all remedies thereunder, (B) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, the Related Security and Collections with respect to such Unsold Receivablesthereto and all other assets of the Borrower, including, without limitation, accounts, chattel paper, instruments, payment intangibles and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (ivC) the Lock-Boxes and Collection Deposit Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time (D) to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of extent not included in the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitationforegoing, all goods (including inventory, equipment proceeds of any and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementforegoing. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As collateral security for the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller each Loan Party hereby grants to the Administrative Agentto, for the benefit of the Purchasers and the other Secured Partiescreates in favor of, Lender, its successors and assigns, a continuing security interest in and lien upon all property and assets of the Sellerfollowing property, whether now owned or hereafter owned, existing or arising and wherever located, including the following acquired by each such Loan Party (collectively, the “Seller Collateral”): all Inventory of any Loan Party (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, including without limitation, all goods such items that may be traded in, exchanged, reclaimed or repossessed from or returned by purchasers thereof), all Accounts, General Intangibles (including inventoryall monies and credits now due or to become due to any Loan Party from, equipment and all claims against, manufacturers or distributors of Inventory or other lending institutions), leases, rental contracts, rents and income, accessions, Deposit Accounts and the balance of every Deposit Account, reserve account and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (other account of any Loan Party whether tangible held by Lender or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights institution, all insurance proceeds, moneys or rights to the payment of money, insurance claims and proceeds, and all general intangibles money (including all any payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit sale of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured PartiesInventory), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminateIntellectual Property, all without delivery of any instrument or performance of any act by any partyEquipment, and all rights to the Seller Collateral shall revert to the Seller; providedGoods not described herein with greater particularity, howeverInstruments (including, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For for the avoidance of doubt, the grant Global Note), Documents, Contracts, Chattel Paper, Investment Property, Letter-of-Credit Rights, money, customer lists, computer tapes and disks, books of account and records, and the Proceeds and products of any of the foregoing, and all sums from vendors by way of holdbacks, rebates, refunds, discounts, bonuses and the like and all goods not otherwise described with greater particularity, in each case, except for any Excluded Assets. As used in this Agreement, the terms Inventory, Accounts, Account Debtor, General Intangibles, Deposit Accounts, Equipment, Goods, Instruments, Documents, Contracts, Chattel Paper, Investment Property, Letter-of-Credit Rights and Proceeds shall have the meanings provided in the UCC. (b) [reserved]. (c) Each Loan Party agrees to hold the Collateral in trust for and subject to the security interest pursuant to this Section 3.09 of Lender. If any Collateral remains in the possession or control of any Loan Party’s agents or processors, such Loan Party shall be in addition tonotify such agents or processors of Lender’s security interest, and upon Lender’s request, shall not be construed instruct them to limit hold such Collateral for Lender’s account and subject to Lender’s instructions. (d) Each Loan Party will advise Lender promptly, in sufficient detail, of any change relating to the type, quantity or modifyquality of the Collateral, or any event which could have a Material Adverse Effect on the value of the Collateral or the security interest herein granted to Lender. (e) Upon request by Lender, with respect to any Proceeds from all Account Debtors and other persons, entities and third parties (collectively, the sale of Sold Assets pursuant “Payors”), each Loan Party shall enter into a customary lockbox agreement in form and substance satisfactory to Section 2.01(b) Lender and in compliance with all applicable laws and regulations with respect to any Deposit Accounts into which any proceeds or the Seller’s grant of security interest pursuant reimbursements from Payors are deposited. each Loan Party shall enter into, and cause each depository, securities intermediary or commodities intermediary to Section 5.05enter into, Control Agreements with respect to each deposit, securities, commodity or similar account maintained by such Person.

Security Interest. Debtor hereby grants to Secured Party a security interest in the following property, whether now owned or existing or hereafter arising or acquired and wherever arising or located (such property being hereinafter sometimes called the “Collateral”): (a) To secure the prompt all of its accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, promissory notes, deposit accounts, funds on deposit with Secured Party, investment property, investment securities, financial assets, letter of credit rights, electronic chattel paper, software, supporting obligations, payment and performance of the Guaranteed Obligationsintangibles, the Seller Guaranty commercial tort claims and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Sellerpersonal property, whether now owned or hereafter ownedacquired, existing including without limitation, all lease receivables and note receivables, all cash, notes, drafts and acceptances arising therefrom, all returned and repossessed goods arising from or arising relating to any such accounts, or other proceeds of any sale, lease or other disposition of inventory, and wherever all proceeds (including insurance proceeds) and products thereof; (b) all of its inventory, whether now owned or hereafter acquired, including without limitation all raw materials, goods in process, finished goods and other tangible personal property held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in Debtor’s trade or business and all additions, accessions, substitutions, attachments and replacements thereto and all contracts with respect thereto and all documents of title evidencing or representing any part thereof and all products and proceeds (including insurance proceeds) thereof; and (c) all of its machinery, equipment, furniture, fixtures and personalty (including, but not limited to, all tradenames, trademarks, patents and other licenses) of every nature and description, whether now owned or hereafter acquired, and all appurtenances, accessions and additions thereto and substitutions and replacements therefor, wheresoever located, including the following (collectivelyall tools, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes parts and Collection Accounts and all amounts on deposit thereinaccessories used in connection therewith, and all certificates products and instruments, if any, proceeds thereof (including insurance proceeds). All terms used herein that are defined in the Uniform Commercial Code as adopted in the State of Texas shall have the meanings specified in the Uniform Commercial Code as adopted by the State of Texas as in effect from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto“UCC”), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty Borrower undertakes to grant and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viiviii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCCUCC and all other Applicable Law. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of all of the Guaranteed ObligationsObligations when due, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Silicon a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller "Collateral”"): all right, title and interest of Borrower in and to all of the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all Instruments; all Chattel Paper and Documents; all General Intangibles (i) including without limitation all Unsold Receivables, (ii) intellectual property other than Excluded Intellectual Property); all Related Security with respect to such Unsold Receivables, (iii) Investment Property; all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes other property; and Collection Accounts any and all amounts on deposit thereinclaims, rights and interests in any of the above, and all certificates guaranties and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none security for any of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceedsabove, and all general intangibles substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all payment intangibles) (each as defined in of the UCC) and (vii) all proceeds ofabove, and all amounts received or receivable under Borrower's books relating to any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property above. The Collateral shall include the proceeds of all Excluded Intellectual Property to which any Borrower is entitled that are Accounts of any Borrowers, or assets” or words general intangibles consisting of rights to payment, if a judicial authority (including a U.S. bankruptcy court) holds that effect, notwithstanding a security interest in the underlying Excluded Intellectual Property is necessary to have a security interest in such Accounts and General Intangibles of any Borrower that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence are proceeds of the Final Payout Excluded Intellectual Property to which any Borrower is entitled, then the Collateral shall automatically, and effective as of the Closing Date, include the Seller Collateral shall be automatically released from Excluded Intellectual Property to the lien created hereby, extent necessary to permit perfection of Silicon's security interest in such Accounts and this Agreement and all obligations (other than those expressly stated to survive such termination) General Intangibles of any Borrower that are proceeds of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of Excluded Intellectual Property to which any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationBorrower is entitled. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Guarantor of all the terms, covenants and performance agreements on the part of the Guarantor to be performed under this Guarantee and any other Note Document, including all Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Guarantor hereby grants to the Administrative Agent, Collateral Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerGuarantor’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Guarantor Collateral”): (i) all Unsold Receivableselectronic scooter vehicles, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller Guarantor of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) ), and (viiiii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Collateral Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Guarantor Collateral, and in addition to all the other rights and remedies available to the Administrative Collateral Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Guarantor hereby authorizes the Administrative Collateral Agent (at the direction of the Required Purchasers) to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementGuarantee. Notwithstanding the foregoing, the Guarantor Collateral shall not include, and no lien shall attach to, and no representation, warranty, or covenant contained herein or in any other Note Document shall apply to, the Guarantor’s deposit account maintained with Silicon Valley Bank with account number ending in x3275. (b) Immediately The Guarantor authorizes the Collateral Agent (at the direction of the Required Purchasers) to perfect the Collateral Agent’s security interest in the Guarantor Collateral by filing or authorizing the filing of, at the expense of the Guarantor, UCC-1 financing statements (including fixture filings) naming the Collateral Agent as secured party and describing the Guarantor Collateral in a manner that the Required Purchasrs reasonably determine is necessary or advisable to perfect the security interest granted hereunder. (c) At any time or from time to time upon the occurrence request of the Final Payout DateCollateral Agent (at the direction of the Required Purchasers), the Seller Guarantor will, at its expense, promptly execute, acknowledge, and deliver such further documents and do such other acts and things as the Required Purchasers reasonably determine is necessary or advisable to perfect the security interest granted hereunder. (d) Upon the Obligations becoming immediately due and payable, the Collateral Agent and the other Secured Parties shall have, in addition to the rights and remedies which they may have under this Guarantee and the other Note Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative. Any proceeds from liquidation of the Guarantor Collateral shall be applied pursuant to the Intercreditor Agreement. (e) Upon payment or conversion in full of the Obligations (other than inchoate indemnity obligations), the Guarantor Collateral shall be automatically released from the lien created hereby, and this Agreement Guarantee and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder Guarantor shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Guarantor Collateral shall revert to the Seller; providedGuarantor Upon any sale or other transfer of any Guarantor Collateral in a transaction permitted under and in accordance with the terms of the Note Purchase Agreement, howeveror upon the effectiveness of any written consent of the Collateral Agent to the release of the Liens granted hereby on any Guarantor Collateral, that promptly the Collateral Agent’s Lien on such Guarantor Collateral shall be automatically released, and all rights therein shall revert to the Guarantor. Promptly following written request therefor by the Seller Guarantor delivered to the Administrative Collateral Agent following any such terminationtermination or release, and at the expense of the SellerGuarantor, the Administrative Collateral Agent shall execute and deliver to to, and authorize the Seller UCC-3 filing by, the Guarantor all financing statement amendments or termination statements and such other documents as the Seller Guarantor shall reasonably request to evidence such terminationtermination or release and the Collateral Agent shall promptly deliver to the Guarantor all applicable Guarantor Collateral in its possession. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05...

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller The Debtor hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Party a continuing security interest in all of Debtor's right, title and lien upon interest in all property and assets interests of the SellerDebtor, tangible or intangible, whether now or hereafter ownedexisting, existing or arising and wherever located, including all: (a) Accounts, including but not limited to, all accounts, all rights of the following (collectivelyDebtor to payment for goods sold or leased or for services rendered, all accounts receivable of the “Seller Collateral”): (i) Debtor; all Unsold Receivablesobligations owing to the Debtor evidenced by an instrument or chattel paper; all obligations owing to the Debtor of any kind or nature, (ii) including all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instrumentswritings, if any, from time to time evidencing such Lock-Boxes the same, including all instruments, drafts, acceptances and Collection Accounts chattel paper; any and amounts on deposit therein, (v) all rights (but none proceeds of any of the obligationsforegoing. Further included within the term "Accounts" are all right, title and interest of Debtor in and any security and liens with respect to any Account, and all Accounts, Documents and Contract Rights of Debtor as defined in the Uniform Commercial Code as enacted in the State of New York (the "Uniform Commercial Code"); and (b) Investment Property, including all of the Seller under Debtor's investment property (as defined in the Sale Agreement; (viUniform Commercial Code) and all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods Debtor's other securities (including inventory, equipment and any accessions theretowhether certificated or uncertificated), instruments (including promissory notes)security entitlements, documents, accounts, chattel paper (whether tangible or electronic), deposit accountsfinancial assets, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceedscommodity contracts, and all general intangibles commodity accounts (including all payment intangibles) (as each as such -104- term is defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured PartiesUniform Commercial Code), including all the rights substitutions and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminateadditions thereto, all without delivery dividends, distributions and sums distributable or payable from, upon or in respect of any instrument or performance of any act by any partysuch property, and all rights and privileges incident to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationproperty. (c) For Instruments and Chattel Paper, including all instruments and chattel paper as defined in the avoidance Uniform Commercial Code and all proceeds thereof; and (d) General Intangibles, including but not limited to, all general intangibles as defined in the Uniform Commercial Code and all proceeds thereof, including without limitation, any and all rights of doubtDebtor to any refund of any tax assessed against Debtor or paid by Debtor, loss carry-back tax refunds, insurance premium rebates, unearned premiums, insurance proceeds, chooses in action, names, trade names, goodwill, trade secrets, computer programs, computer records, data, computer software, customer lists, patents, patent rights, patent applications, patents pending, patent licenses or assignments, development ideas and concepts, licenses, permits, franchises, literary rights, rights to performance, trademarks, trademark applications, trademark rights, logos, intellectual property, copyrights, proprietary or other processes, drawings, designs, diagrams, plans, reports, charts. catalogs, manuals, research, literature, proposals and other reproductions on paper or otherwise, of any and all concepts or ideas, whether or not related to the business or operations of Debtor; and (e) Equipment as defined in the Uniform Commercial Code, including but not limited to, all equipment, vehicles, machinery, tools, furniture, fixtures, trade fixtures and parts. Further included within the term "Equipment" is all tangible personal property utilized in the conduct of the Debtor's business and all additions, accessions, substitutions, components, and replacements thereto, therefor and thereof and all proceeds thereof; and (f) Inventory as defined in the Uniform Commercial Code, including without limitation, all raw materials and other materials and supplies, work-in-progress and finished goods and any products made or processed therefrom and all substances, if any, commingled therewith or added thereto; mid (g) all products and proceeds of the above, including insurance proceeds (collectively, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05"Collateral").

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty Borrower undertakes to grant and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viiviii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed ObligationsObligations and each Debtor’s obligations hereunder, the Seller Guaranty and all other Seller Obligations, the Seller hereby each Debtor grants to the Administrative Agent, for itself and the ratable benefit of the Purchasers and the other Secured PartiesLenders, a continuing perfected lien on and security interest in all of such ▇▇▇▇▇▇’s right, title and lien upon interest in and to the Collateral (as hereinafter described). The Collateral is and consists of all personal property and assets of the SellerDebtors, whether now presently existing or hereafter ownedcreated or acquired, existing or arising and wherever located, including, but not limited to: (a) all accounts (including the following health-care-insurance receivables), chattel paper (collectivelyincluding tangible and electronic chattel paper), the “Seller Collateral”): commercial tort claims set forth in the Perfection Certificate or otherwise identified to Agent, deposit accounts (i) excluding Restricted Accounts), documents (including negotiable documents), equipment (including all Unsold Receivablesaccessions and additions thereto), general intangibles (ii) all Related Security with respect to such Unsold Receivablesincluding payment intangibles and intellectual property), (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions theretofixtures), instruments (including promissory notes), documentsinventory (including all goods held for sale or lease or to be furnished under a contract of service, accounts, chattel paper (whether tangible or electronicand including returns and repossessions), deposit accounts, investment property (including securities accounts, and securities entitlements), letter-of-letter of credit rights, commercial tort claimsmoney, securities and all other investment propertyof any Debtor’s books and records with respect to any of the foregoing, supporting obligationsand the computers and equipment containing said books and records; and (b) any and all cash proceeds and/or noncash proceeds thereof, moneyincluding, any other contract rights or rights to the payment of moneywithout limitation, insurance claims and proceeds, and all general intangibles supporting obligations and the security therefor or for any right to payment. Notwithstanding the foregoing, the Collateral does not include (including all payment intangiblesa) assets for which a pledge thereof or a security interest therein is prohibited by applicable law or any agreement permitted hereunder (each as defined long as such agreement is not entered into in contemplation hereof), unless any such prohibition is terminated or rendered unenforceable by the applicable anti-assignment clauses of the UCC, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable requirements of law notwithstanding such prohibition, (b) any property or assets for which a pledge thereof or a security interest therein would (i) require governmental consent, approval, license or authorization, including any governmental licenses or state or local franchises, charters and authorizations or (ii) require other third party consent, approval, license or authorization or create a right of termination in favor of any third party party to such agreement, in each case, to the extent any such pledge or security interest is prohibited or restricted thereby, other than, in each case, to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable requirements of law notwithstanding such prohibition, (c) Restricted Accounts, (d) any United States “intent-to-use” trademark application prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto; and (viie) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit more than 65% of the Secured Parties) issued and outstanding capital stock, membership units or other securities owned or held of record by a Loan Party in any foreign Subsidiary. Guarantor agrees that Agent shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all have the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent Uniform Commercial Code of California, as now existing or hereafter amended, with respect to file financing statements describing the collateral covered thereby as “all of the debtor’s personal aforesaid property, including, without limitation, thereof, the right to sell or otherwise dispose of any or all of such property or assets” or words and apply the proceeds of such sale to that effectthe payment of the Obligations. In addition, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately at any time upon the occurrence and during the continuance of an Event of Default, Agent may, in its discretion, without notice to Guarantors and regardless of the Final Payout Dateacceptance of any security or collateral for the payment hereof, appropriate and apply toward the Seller Collateral shall be automatically released payment of the Obligations (i) any indebtedness due from the lien created herebyAgent to any Guarantor, and this Agreement and all obligations (ii) any moneys, credits or other than those expressly stated property belonging to survive such termination) any Guarantor, at any time held by or coming into the possession of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument Agent whether for deposit or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationotherwise. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance to Buyer of the Guaranteed all Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and lien upon all property and assets of interest in the Sellerfollowing, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising and wherever located, including the following located (collectively, the “Seller "Collateral”): "): (iA) all Unsold ReceivablesAll accounts, (ii) all Related Security with respect to such Unsold Receivablesreceivables, (iii) all Collections with respect to such Unsold Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature general intangibles ( including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies ( including rights to premium refunds), letter-of-credit rightsrights to tax refunds, commercial tort claimscopyrights, securities rights in and under license agreements and all other investment propertyintellectual property excluding patents and trademarks); (B) All Inventory, supporting obligations, money, any other contract rights or including Seller's rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of repelvin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement ( including Seller's right of a secured party under any applicable UCC. The Seller hereby authorizes offset and recoupment); (D) All equipment, machinery, furniture, furnishing, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Administrative Agent to file financing statements describing the collateral covered thereby as “like (including oil and gas); (F) All accessions to, substitutions for, and replacements of all of the debtor’s personal property or assets” or words foregoing; (G) All books and records pertaining to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence all of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, foregoing; and this Agreement and all obligations (other than those expressly stated to survive such terminationH) All proceeds of the Administrative Agentforegoing, the Purchasers and the other Purchaser Parties hereunder shall terminatewhether due to voluntary or involuntary disposition, all including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without delivery of any instrument or performance of any act by any partyBuyer's prior written consent, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, except for the sale of Sold Assets pursuant to Section 2.01(b) or finished inventory in the Seller’s grant 's usual course of security interest pursuant business. Seller agrees to Section 5.05sign UCC financing statements, in a form acceptable to Buyer, and any other instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes Boxes, the Blocked Accounts and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes Boxes, Blocked Accounts and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit 751200428 ▇▇▇▇▇▇▇▇ accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To ▇▇ secure the prompt payment and performance to Buyer of all of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and lien upon all property and assets of interest in the Sellerfollowing, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located, including the following located (collectively, the “Seller "Collateral”"): (iA) all Unsold ReceivablesAll accounts, (ii) all Related Security with respect to such Unsold Receivablesreceivables, (iii) all Collections with respect to such Unsold Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, investment property, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, general intangibles (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies (including rights to premium refunds), letter-of-credit rightsrights to tax refunds, commercial tort claimscopyrights, securities patents, trademarks, rights in and under license agreements, and all other investment intellectual property); (B) All inventory, supporting obligations, money, any other contract rights or including Seller's rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of a secured party under offset and recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the foregoing; (G) All books and records pertaining to all of the foregoing; and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any applicable UCCCollateral without Buyer's prior written consent, except for the sale of finished inventory in the Seller's usual course of business. The Seller hereby agrees to sign any instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller authorizes the Administrative Agent Buyer to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words without notice to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, with all appropriate jurisdictions, as Buyer deems appropriate, in order to perfect or protect Buyer's interest in the Administrative Agent shall execute and Collateral. Seller agrees to deliver to Buyer the Seller UCC-3 termination statements originals of all instruments, chattel paper and such other documents as the Seller shall reasonably request evidencing or related to evidence such terminationPurchased Receivables and Collateral. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt and complete payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers Liabilities and the other Secured PartiesAffiliate Revolving Loan Liabilities when due or declared due, a continuing security interest in each Borrower hereby grants, pledges, conveys and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available transfers to the Administrative Agent (for the ratable benefit of the Secured PartiesLenders and Administrative Agent) a continuing security interest in and to all of such Borrower’s right, title and interest in and to the following property and interests in property, whether now owned or existing or hereafter owned, arising or acquired, and wheresoever located (collectively, the “Collateral”): (a) all of Borrower’s accounts receivable, including, without limitation, Accounts and Health-Care-Insurance Receivables (each as defined in the Code); (b) all of the Borrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and money; (c) all the rights of Borrower’s Deposit Accounts and remedies of a secured party under any applicable UCC. The Seller hereby authorizes other deposit accounts (general or special) with, and credits and other claims against, the Administrative Agent to file financing statements describing or any Lender, or any other financial institution with which the collateral covered thereby as “Borrower maintains deposits; (d) all of the debtorBorrower’s personal property or assets” or words to that effectcontracts, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. licenses (b) Immediately upon the occurrence including, without limitation, any Licenses and CONs), chattel paper, instruments, notes, letters of credit, contract rights, bills of lading, warehouse receipts, shipping documents, permits, tax refunds, documents and documents of title, and all of the Final Payout DateBorrower’s Tangible Chattel Paper, the Seller Collateral shall be automatically released from the lien created herebyDocuments, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and this Agreement Goods (each as defined in the Code); (e) all of the Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of the Borrower’s monies, and any and all obligations other property and interests in property of the Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (other than those expressly stated to survive such termination) each as defined in the Code), now or hereafter coming into the actual possession, custody or control of the Administrative Agent, any Lender or any agent or Affiliate thereof in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to the Purchasers Administrative Agent’s and each Lender’s rights of setoff (which the other Purchaser Parties hereunder shall terminateBorrower acknowledges), all without delivery the balance of any instrument account or performance any amount that may be owing from time to time by Administrative Agent or any Lender to the Borrower; (g) all insurance proceeds of or relating to any of the foregoing property and interests in property, and any key man life insurance policy covering the life of any act by officer or employee of Borrower; (h) all proceeds and profits derived from the operation of the Borrower’s business; (i) all of the Borrower’s books and records, computer printouts, manuals and correspondence relating to any partyof the foregoing and to the Borrower’s business; and (j) all accessions, improvements and additions to, substitutions for, and all rights replacements, products, profits and proceeds of any of the foregoing. Administrative Agent acknowledges that it will not have control over or right of setoff against the Government Blocked Account (as defined in the Revolving Loan Agreement) solely to the Seller Collateral shall revert to the Seller; extent such control or right of setoff is or would be prohibited by applicable Healthcare Laws, provided, however, that promptly following written request therefor by the Seller delivered as soon as any such prohibition or restriction lapses or is legally removed Borrower shall immediately take such all actions as are reasonably necessary to the provide Administrative Agent following any with control over and/or the right of setoff against such terminationGovernment Blocked Account (at Borrower’s cost). - 45 - DM3\3743049.7 Administrative Agent, for itself and at the expense on behalf of the Sellerother Lenders further acknowledges and agrees that the term “Collateral” shall not include: (i) any portion of the Collateral (but not the proceeds thereof) that is subject to a rule of law, statute or regulation prohibiting the Administrative Agent shall execute granting of a security interest therein; and deliver to (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of the Seller UCC-3 termination statements and Borrower if under the terms of such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubtcontract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest pursuant or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to this Section 3.09 such contract, lease, permit, license, or license agreement has not been obtained; provided, that, (A) the foregoing exclusions of clauses (i) and (ii) above shall (x) exist only for so long as such rule of law, statute, regulations or written agreement, document or instrument continues to be effective (and when such rule, statute, regulation or written agreement, document or instrument becomes no longer applicable or upon the cessation, termination or expiration thereof, the security interest granted herein shall be deemed to have automatically attached to such Collateral), (B) the foregoing exclusions of clause (ii) above shall in addition to, and shall not no way be construed to limit (1) apply to the extent that any described prohibition or modifyrestriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the sale of Sold Assets pursuant Code or other applicable law, or (2) apply to Section 2.01(b) the extent that any consent or the Sellerwaiver has been obtained that would permit Administrative Agent’s grant of security interest pursuant or lien to Section 5.05attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement, and (C) the foregoing exclusions of clauses (i) and (ii) above shall in no way be construed to limit, impair, or otherwise affect any of Administrative Agent’s or any Lender’s continuing security interests in and liens upon any rights or interests of the Borrower in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, or license agreement).

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Loan Amount and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time 42 evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Agreement Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers Lenders and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller Borrower delivered to the Administrative Agent following any such termination, and at the expense of the SellerBorrower, the Administrative Agent shall execute and deliver to the Seller Borrower UCC-3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance to Buyer of all of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Buyer a continuing lien upon and security interest in all of Seller's now existing or hereafter arising rights and lien upon all property and assets of interest in the Sellerfollowing , whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located, including the following located (collectively, the “Seller "Collateral”): "): (iA) all Unsold ReceivablesAll accounts, (ii) all Related Security with respect to such Unsold Receivablesreceivables, (iii) all Collections with respect to such Unsold Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, general intangibles (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies (including rights to premium refunds), letter-of-credit rightsrights to tax refunds, commercial tort claimscopyrights, securities patents, trademarks, rights in and under license agreements, and all other investment intellectual property); (B) All inventory, supporting obligations, money, any other contract rights or including Seller's rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of a secured party under any applicable UCC. The Seller hereby authorizes offset and recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Administrative Agent to file financing statements describing the collateral covered thereby as “like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the debtor’s personal property or assets” or words foregoing; (G) All books and records pertaining to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence all of the Final Payout Dateforegoing; and (H) All proceeds of the foregoing, whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in the Seller's usual course of business. Seller Collateral shall be automatically released from the lien created herebyagrees to sign UCC financing statements, in a form acceptable to Buyer, and this Agreement any other instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all obligations (other than those expressly stated instruments, chattel paper and documents evidencing or related to survive such termination) of the Administrative Agent, the Purchasers Purchased Receivables and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, Collateral. Buyer acknowledges that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense its security interest in certain of the Seller, the Administrative Agent shall execute and deliver 's assets will be junior to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance existing liens of doubtComerica Bank, the grant of security interest pursuant to this Section 3.09 shall be in addition toPhoenix Leasing Incorporated, Copelco Capital, Comdisco, Inc., MMC/GATX Partnership No. 1, ▇▇▇▇▇▇ Financial, Transamerica Business Credit Corporation, The CIT Group, Nissho Iwai American Corporation, APIC Yamada Corporation, Mitsui High-tec Inc., and shall not be construed to limit or modifyICOS Vision Systems, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.Inc.

Security Interest. (a) To secure the prompt payment and performance of the Investments, the Loans, the Guaranteed Obligations, the Seller Guaranty and all other Seller ObligationsObligations and the performance by the Seller of all the terms, covenants and agreements to be performed under this Agreement or any other Transaction Document, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Concentration Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Concentration Accounts and amounts on deposit therein, (iv) all Collections on deposit on each Collection Account, (v) all rights (but none of the obligations) of the Seller under the Sale Transfer Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (bc) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment and performance of all Obligations of the Guaranteed ObligationsCredit Parties to the Bank, the Seller Guaranty Bank shall have and all other Seller Obligations, each of the Seller Borrowers hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Bank a continuing security interest in and lien upon on all personal property and assets of the SellerBorrowers of every kind and description, tangible or intangible, whether now or hereafter ownedexisting, existing whether now owned or arising hereafter acquired, and wherever located, including but not limited to the following (collectively, following: all inventory of the “Seller Collateral”): (i) Borrowers; all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinfurniture, and similar property of the Borrowers; all certificates Accounts of the Borrowers; all contract rights of the Borrowers; all other rights of the Borrowers, including, without limitation, amounts due from Affiliates, tax refunds, and insurance proceeds; all files, records (including, without limitation, computer programs, tapes and related electronic data processing software) and writings of the Borrowers or in which any of the Borrowers has an interest in any way relating to the foregoing property; all goods, instruments, if anydocuments of title, from time to time evidencing such Lock-Boxes policies and Collection Accounts and amounts on deposit thereincertificates of insurance, (v) all rights (but none securities, chattel paper, deposits, cash or other property owned by the Borrowers or in which any of the obligationsBorrowers has an interest (excluding Escrowed Funds other than Pledged Escrow Proceeds) which are now or may hereafter be in the possession of the Seller under Bank or as to which the Sale AgreementBank may now or hereafter control possession by documents of title or otherwise; (vi) all other personal and fixture property or assets general intangibles of the Seller of every kind and nature Borrowers (including, without limitation, all goods (including inventorypatents, equipment trademarks, trade names, service marks, copyrights and applications for any of the foregoing; all rights to use patents, trademarks, trade names, service marks, and copyrights of any person; and any accessions theretorights of the Borrowers to retrieval from third parties of electronically processed and recorded information pertaining to any of the types of collateral referred to in this Section 7.1); any other property, instruments (including promissory notes)real or personal, documents, accounts, chattel paper (whether tangible or electronic)intangible, deposit accountsin which any of the Borrowers now has or hereafter acquires a interest or which is now or may hereafter be in the possession of the Bank; any sums at any time credited by or due from the Bank to the Borrowers, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities including deposits; and all other investment property, supporting obligations, money, any other contract rights or rights to the payment proceeds and products of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementforegoing. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Outstanding Reimbursement ObligationsAggregate Capital and all Interest in respect thereof, and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock---Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock---Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts from time to time on deposit therein, (vi) all rights (but none of the obligations) of the Seller Borrower under the Sale Receivables Purchase Agreement; , (vivii) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods property (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangiblesb) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (bc) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller Borrower delivered to the Administrative Agent following any such termination, and at the sole expense of the SellerBorrower, the Administrative Agent shall execute and deliver to the Seller UCC-3 Borrower UCC--3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.. ARTICLE VI

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the SellertheSeller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (a) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably shallreasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 14.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance timely repayment of the Guaranteed Obligationsprincipal of, and interest on, the Seller Guaranty Advances, and all other Seller ObligationsObligations of the Borrower to any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether existing or arising as of the Closing Date or thereafter, due or to become due, direct or indirect, the Seller Borrower hereby pledges and grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing continuing, first priority security interest in in, and lien upon assignment of, all property and assets of the SellerBorrower’s rights, titles and interests in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none as of the obligations) of the Seller under the Sale Agreement; (vi) Closing Date or thereafter: all other personal and fixture property or assets of the Seller Borrower, including but not limited to all right, title and interest of every kind the Borrower in the Pledged Policies and nature includingproceeds thereof; all accounts receivable, without limitationnotes receivable, all goods (claims receivable and related proceeds including inventorybut not limited to, equipment cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and against the Securities Intermediary, in its capacity as owner of record of the Pledged Policies, and the Custodian; the Collection Account, the Reserve Account, the Payment Account, the Policy Account and any accessions theretoother account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; the Borrower/Parent Note; the Second Borrower/Parent Note; and such other assets, tangible or intangible, real or personal of the Borrower. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document. (b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests, in each case, in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), instruments (including promissory notes)without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, documentsnaming the Administrative Agent, accountson behalf of the Lenders, chattel paper (whether tangible or electronic)as the collateral assignee, deposit accountsfiled with, securities accountsand acknowledged to have been filed by, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights the applicable Issuing Insurance Company; provided that the foregoing collateral assignment shall not apply to the payment portion of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable face amount that is retained by a third party under any Retained Death Benefit Policy. On or all ofprior to each Advance Date, the foregoingBorrower shall have delivered or caused to be delivered, or shall deliver or cause to be delivered, completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent (Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the benefit related Pledged Policies within five (5) Business Days of such request. The Borrower shall cause the Secured Parties) shall have, with respect Securities Intermediary to all execute such Change Forms in blank to be held by the Seller Collateral, and in addition to all the other rights and remedies available Securities Intermediary. The Borrower grants to the Administrative Agent (for Agent, as its irrevocable attorney-in-fact and otherwise, the benefit right, in the Administrative Agent’s sole and absolute discretion, following the occurrence of an Event of Default, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Secured Parties)Borrower or otherwise obtained by the Administrative Agent, all to the rights and remedies of a secured party under any applicable UCCIssuing Insurance Companies. The Seller Borrower hereby acknowledges that the foregoing grant has been coupled with an interest and is irrevocable. The Borrower hereby authorizes the Administrative Agent to file such financing statements describing the collateral covered thereby and other documentation as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any determines are necessary or advisable to perfect such termination, and at security interest without the expense signature of the SellerBorrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall execute have no duty or obligation to file such financing statements, continuation statements or amendments thereto. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and deliver authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and, upon the occurrence and during the continuance of an Event of Default, to enforce or collect any of the Collateral. The Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the Seller UCC-3 termination statements and extent that such other documents act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent as the Seller shall reasonably request to evidence such terminationdetermined by a court of competent jurisdiction by a final non-appealable judgment. (c) For Upon the avoidance receipt of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, related Net Proceeds by the Lenders after the sale of Sold Assets a Pledged Policy pursuant to Section 2.01(b) or 2.7, the Seller’s grant of security interest pursuant of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released. Upon the indefeasible repayment in full of all of the Advances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, (i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii) the Administrative Agent shall file, promptly upon written request, such releases or assignments, as applicable, and to Section 5.05take such other actions as the Borrower shall reasonably request in writing in order to evidence any such release.

Security Interest. (a) To secure As collateral security for the prompt payment and performance of the Guaranteed ObligationsCompany’s obligations pursuant to this Note, the Seller Guaranty Company hereby pledges, assigns and all other Seller Obligations, the Seller hereby grants transfers to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Holder a continuing first priority security interest in and lien upon all property and assets collateral assignment of the SellerCompany’s right, title and interest in and to all of the Company’s tangible and intangible property, including the following, whether now owned or hereafter ownednow due, existing or in which the Company has an interest, or hereafter, at any time in the future, acquired, arising or to become due, or in which the Company obtains an interest, and wherever locatedall products, including proceeds, replacements, substitutions and accessions of or to any of the following (collectively, the “Seller Collateral”): ): (i) all Unsold Receivablesequipment and all warranties, express or implied, related thereto; (ii) all Related Security with respect to such Unsold Receivables, accounts and accounts receivable; (iii) all Collections with respect to such Unsold Receivables, inventory; (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, contract rights; (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; licenses, permits and approvals by any governmental authority; (vi) all general intangibles (including payment intangibles, software, trademarks, patents, copyrights or other personal and fixture intellectual property or assets rights of the Seller of every kind and nature including, without limitation, Company); (vii) all goods equipment (including inventoryall machinery, equipment furniture, and any accessions theretofixtures), instruments ; (including promissory notes), documents, accounts, viii) all goods; (ix) all chattel paper (whether tangible or electronic); (x) all fixtures; (xi) all investment property (including all financial assets, deposit accountscertificated and uncertificated securities, securities accounts, securities accounts and security entitlements, ); (xii) all letter-of-credit rights, ; (xiii) all rights under judgments and all commercial tort claims; (xiv) all books, securities records and information relating to the Collateral and/or to the operation of the Company’s business and all other investment propertyrights of access to such books, supporting obligationsrecords and information and all property in which such books, moneyrecords and information are stored, any other contract rights or rights to the payment of money, recorded and maintained; (xv) all insurance claims and proceeds, refunds and premium rebates, including proceeds of fire and credit insurance, whether any of such proceeds, refunds and premium rebates arise out of any of the foregoing or otherwise; (xvi) all general intangibles liens, guaranties, rights, remedies and privileges pertaining to any of the foregoing; and (including all payment intangibles) (each as defined in the UCC) and (viixvii) all proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all amounts received proceeds of any insurance, indemnity, warranty or receivable under any or all of, guaranty payable to the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, Company from time to time with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit any of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementforegoing. (b) Immediately upon Notwithstanding anything herein to the occurrence contrary, in no event shall the Collateral include, and the Company shall be deemed not to have granted a security interest in, any of the Final Payout DateCompany’s right, title and interest in the Seller Collateral shall be automatically released from the lien created hereby, issued and this Agreement and all obligations (other than those expressly stated to survive such termination) outstanding equity interests of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationLlama Productions LLC. (c) For The Company authorizes the avoidance Holder to file or cause to be filed one or more financing statements, amendments to financing statements, continuations to financing statements, in lieu financing statements, and other similar filings with any filing or recording office for the purpose of doubtperfecting or continuing the perfection of or otherwise establishing ▇▇▇▇▇▇’s security interest in the Collateral. (d) So long as this Note remains outstanding, the grant Company agrees to (i) do, observe and perform or cause to be done, observed and performed all of security interest pursuant its obligations and all matters and things necessary to be done, observed and performed for the purpose of maintaining the Collateral in good condition, including complying with and maintaining in effect all licenses, approvals and permits and all contracts and contract rights related to the Collateral and (ii) upon the reasonable request of Holder, execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Section 3.09 shall be in addition to, and shall not be construed Note with respect to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05Collateral.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a valid, continuing and perfected first priority security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) . Immediately upon the occurrence of (i) the Final Payout DateDate or (ii) in the event the Purchase Price of a Receivable has been reduced to zero and the credit for such reduction has been applied pursuant to Section 3.3 of the Purchase and Sale Agreement, the Seller Collateral Collateral, in the case of clause (i), or the applicable Receivable and any Related Rights solely with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers Lenders and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller Borrower delivered to the Administrative Agent following any such termination, and at the expense of the SellerBorrower, the Administrative Agent shall execute (if applicable) and deliver to the Seller Borrower UCC-3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. ▇▇▇▇ hereby pledges, assigns and sets over to the Owner, as security for payment by ▇▇▇▇ of the Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts Pledged Account and all amounts on deposit thereinor to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of ▇▇▇▇ to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (b) TERI’s right to receive all certificates Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, ▇▇▇▇ hereby grants to the Owner (and its assigns) a first priority security interest in all of TERI’s right, title and interest in and to the following, to the extent they relate to Loans purchased by the Owner: (a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by ▇▇▇▇ and wheresoever located, including without limitation: (i) All contract rights, claims, instruments, if anynotes and accounts, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinwhether now existing or hereafter arising, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods of the same evidencing or representing indebtedness due or to become due to ▇▇▇▇ (all hereinafter called the "Accounts"); (ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including inventory, equipment any securities which are purchased through and for which records are maintained on a book entry system through any accessions theretosecurities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the "Intangibles"); (iii) All right, title and interest of ▇▇▇▇ in or to all instruments (including promissory notes), documents, accounts, chattel paper (whether tangible and documents covering or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment relating to the above described property, supporting obligationsincluding but not limited to, moneyall books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the "Related Documents"); (iv) All interest, dividends and/or other earnings of any other contract rights kind which are paid with respect to or rights to derived from the payment of money, insurance claims and proceedsPledged Account, and all general intangibles (including all payment intangibles) (each as defined in proceeds of any of the UCC) and (vii) all proceeds offoregoing, and the present and continuing right to make claim for, collect and receive, any and all amounts received or receivable under any or all ofsuch interest, dividends and/or other earnings; and (v) All the foregoing. The Administrative Agent (for the benefit proceeds of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.foregoing; (b) Immediately upon All contract and other rights of ▇▇▇▇ to receive payment of Guaranty Fees, other than the occurrence ▇▇▇▇ Guarantee Fee Entitlement, from the Owner under each of the Final Payout Date, the Seller Collateral shall be automatically released Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the lien created herebyOwner pursuant to each of the Guaranty Agreements, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument separate undertaking or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor agreement by the Seller delivered Owner to the Administrative Agent following any pay such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination.subsequent Guarantee Fees; (c) For All Recoveries and all rights of ▇▇▇▇ to receive or collect Recoveries; and (d) All proceeds of the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05foregoing.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Outstanding Reimbursement Obligations and all Interest in respect thereof, and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts from time to time on deposit therein, (vi) all rights (but none of the obligations) of the Seller Borrower under the Sale Receivables Purchase Agreement; , (vivii) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) ), and (viiviii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (bc) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller Borrower delivered to the Administrative Agent following any such termination, and at the sole expense of the SellerBorrower, the Administrative Agent shall execute and deliver to the Seller Borrower UCC-3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.. ARTICLE VI

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Loan Amount and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Agreement Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers Lenders and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller Borrower delivered to the Administrative Agent following any such termination, and at the expense of the SellerBorrower, the Administrative Agent shall execute and deliver to the Seller Borrower UCC-3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure ▇. ▇▇ security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a valid, continuing and perfected first priority security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. ii. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) iii. Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers Lenders and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller Borrower delivered to the Administrative Agent following any such termination, and at the expense of the SellerBorrower, the Administrative Agent shall execute (if applicable) and deliver to the Seller Borrower UCC-3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance Each of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit following items or types of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Sellerproperty, whether now owned or hereafter ownedacquired, now existing or arising hereafter created and wherever located, including is hereinafter collectively referred to as the following Purchased Items (collectively, the “Seller CollateralPurchased Items”): ): (iA) all Unsold Receivables, Purchased Assets and all rights and security interests (iibut not the obligations) thereunder; (B) all Related Income and Cash Collateral, if any; (C) all Mortgage Loan Documents; (D) all Mortgage Asset Files, including, without limitation, all promissory notes, all Security Agreements relating to the Purchased Items and any other collateral pledged or otherwise, notes, certificates, instruments, negotiable documents, chattel mortgages and all other loan, security or other documents relating to such Purchased Items, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, licenses, contracts, computer programs, computer storage media, accounting records and other books and records relating thereto; (E) all collateral, security interests, rights and other interests under or with respect to such Unsold Receivables, each Purchased Item; (iiiF) all Collections Purchase Agreements and the collateral, security interests, rights and other interests thereunder; (G) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate, policy or other document evidencing such mortgage guaranties or insurance relating to any Purchased Items and all claims, payments and proceeds thereunder; (H) all servicing fees to which such Seller is entitled and servicing and other rights relating to the Purchased Items; (I) all Servicing Agreements, Servicing Records, Servicing Files with respect to such Unsold Receivablesthe Purchased Items and the rights and interests of the Seller thereunder or with respect thereto; (J) all Servicer Accounts established pursuant to any Servicing Agreement, (iv) Pooling and Servicing Agreement or otherwise with respect to the Lock-Boxes and Collection Accounts Purchase Items and all amounts on deposit therein, from time to time, related to the Purchased Items; (K) all rights of the Seller under any Pooling and Servicing Agreements relating to the Purchased Items and all rights of the Seller thereunder or with respect thereto; (L) all other agreements, instruments or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Items, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Purchased Items and the right to enforce such payments; (M) insurance policies, certificates of insurance, insurance proceeds, and instrumentsthe rights to any insurance proceeds, if anyin each case to the extent they relate to the Purchased Items; (N) the Collection Account and the Homewood Interest Reserve and all monies, cash, deposits, securities or investment property from time to time evidencing such Lock-Boxes on deposit in the Collection Account and Collection Accounts and amounts the Homewood Interest Reserve; (O) any collection account, escrow account, reserve account, collateral account or lock–box account related to the Purchased Items to the extent of any Seller’s or the holder’s interest therein, including all moneys, cash, deposits, securities or investment property from time to time on deposit therein, ; (vP) all rights (but none of the obligations) of the Seller under any letter of credit, guarantee or other credit support or enhancement related to the Sale AgreementPurchased Items; (viQ) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights Interest Rate Protection Agreements relating to the payment of moneyPurchased Items, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect payments due to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute Guarantor or any Affiliates of the foregoing thereunder; (R) all purchase or take–out commitments relating to or constituting any of the foregoing; (S) all collateral, however defined, under any of the agreements between a Borrower or an Affiliate on the one hand and deliver to the Seller UCC-3 termination statements and such on the other documents as the Seller shall reasonably request to evidence such termination. hand; (cT) For the avoidance of doubtall “general intangibles”, the grant of security interest pursuant to this Section 3.09 shall be in addition to“accounts”, and shall not be construed to limit or modify“chattel paper”, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.“deposit accounts”, “securities accounts”,

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Each Debtor hereby grants to the Administrative AgentSecured Party, for the benefit of Secured Party (as provided in the Purchasers and the other Secured PartiesSection entitled "Liabilities"), a continuing security interest in all of Debtor's right, title and lien upon all interest in the following property and assets or types of the Seller, whether property now owned by Debtor or hereafter ownedcreated or acquired by Debtor, existing wherever located (any or arising and wherever located, including the following (collectivelyall of such, the “Seller "Collateral”): "): (ia) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection All Accounts and all amounts on deposit thereinGoods whose sale, and all certificates and instruments, if any, from time lease or other disposition by the Borrower has given rise to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit thereinhave been returned to, or repossessed or stopped in transit by, the Borrower, or rejected or refused by an Account Debtor; (vb) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature All Inventory, including, without limitation, all goods (including inventoryraw materials, equipment work-in-process and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination.finished goods; (c) For All goods, equipment, vehicles, leasehold improvements, and fixtures, together with accessions thereto, replacement parts therefor and commingled goods (the avoidance "Equipment" or the "Goods"); (d) All Software and computer programs; (e) All Chattel Paper, Electronic Chattel Paper, Documents, Letter of doubtCredit Rights, all proceeds of letters of credit, Health care insurance Receivables, Supporting Obligations, notes secured by real estate, Commercial Tort Claims [NOTE: Commercial Tort Claims to be properly attached must be specifically described.] and General Intangibles, including Payment Intangibles; (f) All money, Instruments, Deposit Accounts, certificates of deposit, deposits, Investment Property, Securities, Financial Assets and other property now or at any time hereafter in the grant possession or under the control of security interest pursuant Secured Party or its bailee; (g) All books and records, including customer lists, credit files, computer programs, printouts, and other materials and records, pertaining to this Section 3.09 shall be in addition any of the foregoing; (h) All Documents of title evidencing or issued with respect to, and shall not be construed to limit or modifySupporting Obligations pertaining to, any of the foregoing; and (i) All proceeds, products, replacements and increases of, additions and accessions to, and substitutions for, the sale property described in the foregoing part of Sold Assets pursuant this Section, and rights in and claims to Section 2.01(b) or benefits under contracts of insurance covering any of the Seller’s grant property described in the foregoing part of security interest pursuant to Section 5.05this Section.

Security Interest. Debtor hereby grants to Secured Party a security interest in the following property, whether now owned or existing or hereafter arising or acquired and wherever arising or located (asuch property being hereinafter sometimes called the “Collateral”): (1) To secure the prompt all of its accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, promissory notes, deposit accounts, funds on deposit with Secured Party, investment property, investment securities, financial assets, letter of credit rights, electronic chattel paper, software, supporting obligations, payment and performance of the Guaranteed Obligationsintangibles, the Seller Guaranty commercial tort claims and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Sellerpersonal property, whether now owned or hereafter owned, existing or arising and wherever locatedacquired, including the following (collectivelywithout limitation, the “Seller Collateral”): (i) all Unsold Receivableslease receivables and note receivables, (ii) all Related Security with respect cash, notes, drafts and acceptances arising therefrom, all returned and repossessed goods arising from or relating to any such Unsold Receivablesaccounts, (iii) all Collections with respect to such Unsold Receivablesor other proceeds of any sale, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinlease or other disposition of inventory, and all certificates proceeds (including insurance proceeds) and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, products thereof; (v2) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property its inventory, whether now owned or assets of the Seller of every kind and nature hereafter acquired, including, without limitation, all raw materials, goods in process, finished goods and other tangible personal property held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in Debtor’s trade or business and all additions, accessions, substitutions, attachments and replacements thereto and all contracts with respect thereto and all documents of title evidencing or representing any part thereof and all products and proceeds (including inventoryinsurance proceeds) thereof; and (3) all of its machinery, equipment equipment, furniture, fixtures and any accessions thereto)personalty (including, instruments (including promissory notes)without limitation, documentsall tradenames, accountstrademarks, chattel paper (patents and other licenses) of every nature and description, whether tangible now owned or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceedshereafter acquired, and all general intangibles appurtenances, accessions and additions thereto and substitutions and replacements therefor, wheresoever located, including all tools, parts and accessories used in connection therewith, and all products and proceeds thereof (including all payment intangibles) (each as insurance proceeds). All terms used herein that are defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, Uniform Commercial Code as adopted in the foregoing. The Administrative Agent (for State of Texas shall have the benefit of meanings specified in the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby Uniform Commercial Code as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor adopted by the Seller delivered State of Texas as in effect from time to time (the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination“UCC”). (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): ): (i) all Unsold Receivables, ; (ii) all Related Security with respect to such Unsold Receivables, ; (iii) all Collections with respect to such Unsold Receivables, ; (iv) all Pledged Collateral including the Pledged Receivables; (v) the Lock-Boxes and Collection Accounts, including the rights of the Seller in the Pledgor Collection Account, other than the Excluded Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts other than the Excluded Collection Accounts and amounts on deposit therein, ; (vvi) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement; ; (vivii) all rights (but none of the obligations) of the Seller under the Pledgor Purchaser Assignment including, but not limited to, all rights (but none of the obligations) of the Pledgor under the Pledgor Purchase and Sale Agreement and the other Transaction Documents; (viii) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC); (ix) the Pledged Investment Account and (vii) all proceeds ofPermitted Investments contained therein, the Pledged Deposit Account, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any partyon deposit therein, and all rights certificates and instruments, if any, from time to time evidencing the Seller Collateral shall revert to Pledged Investment Account and the SellerPledged Deposit Account; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.and

Security Interest. (a) To Subject to the terms and conditions of the Intercreditor Agreement, to secure the prompt payment and performance timely repayment of the Guaranteed Obligationsprincipal of, and interest on, the Seller Guaranty Promissory Notes, and all other Seller ObligationsObligations of the Borrower to any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereafter existing or arising, due or to become due, direct or indirect, the Seller Borrower hereby grants to the Administrative AgentGWG Trust, for the benefit of the Purchasers and the other Secured Parties, a continuing continuing, senior security interest in and lien upon all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising arising: (A) the equity and wherever locatedbeneficial interests in GWG DLP Funding II, LLC and any Subsidiary of the Borrower, (B) all bank accounts of the Borrower and all funds, investments and other items of value therein, including the following (collectively, the “Seller Collateral”): (i) all Unsold ReceivablesLifeNotes Account, (iiC) all Related Security with respect to such Unsold Receivablesthe extent permitted by Applicable Law, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) Borrower and (viiD) all proceeds of, and all amounts received or receivable under with respect to any or all of, the foregoing. In addition, subject to the terms of the pledge agreements in favor of GWG Trust, each of the parties set forth in Schedule 1.0 agrees to pledge each of the equity interests set forth in Schedule 1.0 in GWG Holdings, Inc. to secure the timely repayment of the principal of, and interest on, the Promissory Notes. All of the rights and assets described in the foregoing sentences are herein referred to collectively as “Collateral”. 17 The Administrative Agent (Borrower, and the owners set forth in Schedule 1.0 shall, and the Borrower, and the owners set forth in Schedule 1.0 shall cause GWG Trust to, file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the GWG Trust reasonably requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a). The Borrower, and the owners set forth in Schedule 1.0 hereby authorize GWG Trust to file such financing statements as GWG Trust may determine is reasonably necessary or advisable to perfect such security interest without the signature of the Borrower or the owners set forth in Schedule 1.0. Upon the payment by the Borrower of all of the Borrower’s Loans then outstanding or the terms for release under the pledge agreement, the security interest in the Collateral related thereto for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral Lenders shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationGWG Trust. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, Debtor grants the Seller Guaranty Secured Party a security interest (the "Security Interest") in the property of Debtor set forth in Sections 2(a) and 2(b) (the "Collateral"): a. All accounts receivable of Debtor, together with all good will related to such accounts and all rights, liens, security interests and other Seller Obligationsinterests which Debtor may at any time have by law or agreement against any account debtor or obligor obligated to make any such payment or against any of the property of such account debtor or obligor, the Seller hereby grants and all supporting obligations relating to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Sellerforegoing, whether now existing or hereafter ownedarising, existing whether now owned or arising hereafter acquired; b. All personal property, real property leases, inventory and wherever locatedequipment of Debtor together with all accessions, including the following (collectivelyaccessories, the “Seller Collateral”): (i) attachments, fittings, increases, parts, repairs, returns, renewals and substitutions of all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinor any part thereof, and all certificates warehouse receipts, bills of lading and instrumentsother documents covering such equipment, if anywhether now existing or hereafter arising, from time to time evidencing such Lock-Boxes whether now owned or hereafter acquired; c. All promissory notes received by Debtor in connection with the sale of Curious Pictures Corporation and Collection Accounts Chelsea Pictures, Inc. (the "Sale Notes") together with any collateral securing the Sale Notes, including investment property; and amounts on deposit therein, (v) all rights (but none products and proceeds of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment foregoing property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and limitation all rights to the Seller Collateral shall revert payment related to the Seller; provided, however, that promptly following written request therefor by foregoing property and all refunds of insurance premiums due or to become due under all insurance policies covering the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationforegoing property. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. As security for the due and punctual payment in full of the Debt and for the due and punctual performance by Borrower, Pledgor, Company and the other members of the Borrower Control Group of all of the terms, covenants and provisions of the Loan Documents (the Debt, the payment thereof and the performance of the terms, covenants and provisions of the Loan Documents being hereinafter collectively called the "Obligations"), Pledgor hereby pledges, hypothecates, assigns, and delivers to Secured Party and grants to Secured Party a security interest in all of Pledgor's right, title and interest now owned or hereafter acquired in and to the following described property (the "Collateral"): (a) To secure the prompt payment Interest and performance of any certificates representing the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following Interest; (collectively, the “Seller Collateral”): (ib) all Unsold Receivablescash, (ii) all Related Security with respect to such Unsold Receivablessecurities, (iii) all Collections with respect to such Unsold Receivablesdividends, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereindistributions, Proceeds, and all certificates other property at any time and instruments, if any, from time to time evidencing such Lock-Boxes received, receivable or otherwise distributed in respect of or in exchange for any or all of the Interest, and Collection Accounts and amounts on deposit thereinany fees, commissions or other compensation payable to Pledgor as a member of Company (vall of the foregoing, collectively, "Distributions"); (c) all rights (but none contract rights, general intangibles, rights, claims, powers, privileges, benefits and remedies arising from or in any way related to ownership of the obligationsInterest, any certificates and other instruments representing the Interest and the other Collateral described above in paragraphs 1(a) of the Seller under the Sale Agreement; and (vi) all other personal and fixture property or assets of the Seller of every kind and nature b), including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to vote or consent, or to receive any notice, or to inspect or review any books, records or other information; (d) all additions to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined Collateral described in the UCCforegoing clauses (a) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. through (c) For including without limitation any membership interests in the avoidance Company obtained in the future by Pledgor, all substitutions therefor and all replacements thereof; (e) all amounts due and payable or hereafter becoming due and payable by Company to Pledgor, whether in the form of doubtdividends, the grant of security interest pursuant to this Section 3.09 shall be in addition todistributions, securities, cash, Proceeds and other property, and shall not be construed to limit or modifyincluding without limitation the Proceeds of any Transfer of Equity Interests in Company (collectively, "Payor Proceeds"); and (f) all Proceeds of any of the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05foregoing.

Security Interest. (a) To secure As security for the prompt performance by the Sellers of all the terms, covenants and agreements on the part of each Seller to be performed under this Agreement or any other Transaction Document, including the punctual payment and performance when due of the Guaranteed Obligations, the Seller Guaranty Aggregate Capital and all Yield and all other Seller Obligations, the each Seller hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in in, all of such Seller’s right, title and lien upon interest in, to and under all property and assets of the Sellerfollowing, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller CollateralSupport Assets”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the such Seller under the related Purchase and Sale Agreement; , (vi) all other personal and fixture property or assets of the such Seller of every kind and nature includingnature, without limitation, including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, 64 securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing; provided, however, that the term “Support Assets” shall not include the Subject Receivables. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller CollateralSupport Assets, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Each Seller hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) . Immediately upon the occurrence of the Final Payout Date, the Seller Collateral Support Assets shall be automatically released from the lien Lien created hereby, and this Agreement and all rights and obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties and Secured Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral Support Assets shall revert to the applicable Seller; provided, however, that promptly following written request therefor by the any Seller delivered to the Administrative Agent following any such termination, and at the expense of the SellerSellers, the Administrative Agent shall execute and deliver to the such Seller UCC-3 termination statements and such other documents as the such Seller shall reasonably request to evidence such termination. (c) . For the avoidance of doubt, (i) the grant of security interest pursuant to this Section 3.09 5.05 shall be in addition to, and shall not be construed to limit or modify, the sale assignment of Sold Assets the Asset Interest pursuant to Section 2.01(b) and (ii) nothing in Section 2.01 shall be construed as limiting the rights, interests (including any security interest), obligations or the Seller’s grant liabilities of security interest pursuant to any party under this Section 5.05.

Security Interest. (a) To secure As security for the prompt payment and performance in full when due of the Guaranteed Obligationsits Obligations (whether at stated maturity, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now by acceleration or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions theretootherwise), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities each Debtor hereby pledges and all other investment property, supporting obligations, money, any other contract rights or rights assigns to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), and grants to Agent (for the benefit of the Secured Parties) a continuing security interest in, all of such Debtor’s right, title and interest in and to the following, whether now owned or hereafter arising or acquired and wherever located (collectively with respect to any Debtor or all Debtors, as the context requires, the “Collateral”): (a) all accounts, money, cash, documents, chattel paper (including the chattel paper described on Schedule 2.1), instruments (including or in addition, the promissory notes described on Schedule 2.1), the commercial tort claims described on Schedule 2.1(a), deposit accounts (including the deposit accounts identified on Schedule 3.2), general intangibles (including all supporting obligations and all Intellectual Property), all letters of credit (including the letters of credit described on Schedule 2.1); all other letter of credit rights and remedies all products and proceeds of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.foregoing; (b) Immediately upon the occurrence of the Final Payout Dateall investment property, including, or in addition to such investment property, the Seller Collateral shall be automatically released from following: (i) all the lien created herebycapital stock, partnership interests, membership interests and other ownership interests issued by, and this Agreement all other ownership interest in, the Persons described on Schedule 2.1(b) and all obligations Subsidiaries (other than those expressly stated Foreign Subsidiaries) hereafter created or acquired and owned by such Debtor, including the capital stock or other ownership interests described on Schedule 2.1(b); (ii) all the capital stock, partnership interests, membership interests or other ownership interests specifically described on Schedule 2.1(c) (the issuers of such stock or other interests and any other Subsidiary organized under the laws of a jurisdiction outside of the United States of America shall be referred to survive herein as the “Foreign Subsidiaries”) and so much of such terminationDebtor’s right, title and interest in any other capital stock or other ownership interests in the Foreign Subsidiaries (other than any Subsidiary of a Foreign Subsidiary), whether now owned or hereafter acquired, as is necessary so that not more than and not less than sixty–five percent (65%) of the Administrative Agentvoting power of all classes of capital stock or other ownership interest in each such Foreign Subsidiary is subject to the security interest granted hereby in total hereunder (it being agreed that, with respect to capital stock or other ownership interests in any particular Foreign Subsidiary which are owned by more than one Debtor, the Purchasers applicable percentage of such stock or other ownership interests excluded from the security interest granted hereby pursuant to this clause (ii) shall be allocated equally between or among all Debtors which own such capital stock or other ownership interests); (iii) the commodity and the other Purchaser Parties hereunder shall terminate, security accounts described in Schedule 3.2; and (iv) all without delivery of any instrument or performance of any act by any party, products and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense proceeds of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination.foregoing; and (c) For all equipment, fixtures, inventory and other goods and all accessions thereto and all products and proceeds thereof; and (d) all books and records (including correspondence, files, tapes, computer programs and records, print-outs and customer lists) and all products and proceeds of the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05foregoing.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for its benefit and for the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the lock-boxes and Lock-Boxes and Collection Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such lock-boxes and Lock-Boxes and Collection Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all 744072627 21691544 40 general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As collateral security for the prompt payment performance by the Seller of all the terms, covenants and performance agreements on the part of the Guaranteed ObligationsSeller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller Guaranty and all other Seller Obligationshereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, and hereby grants to the Administrative Agent, Program Agent for its benefit and the ratable benefit of the Purchasers Investors, the Banks and the other Secured PartiesInvestor Agents, a continuing security interest in, all of the Seller’s right, title and interest in and lien upon all property to (A) the Purchase Agreements and assets of the SellerUndertakings (Originators), whether now or hereafter ownedincluding, existing or arising and wherever locatedwithout limitation, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivablesrights of the Seller to receive moneys due or to become due under or pursuant to such agreements, (ii) all Related Security with respect security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to such Unsold Receivablesagreements, (iii) all Collections rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Unsold Receivablesagreements, (iv) claims of the Lock-Boxes and Collection Accounts and all amounts on deposit thereinSeller for damages arising out of or for breach of or default under such agreements, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) right of the Seller under the Sale Agreement; to compel performance and otherwise exercise all remedies thereunder, (viB) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections and all other personal and fixture property or assets of the Seller of every kind and nature assets, including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)paper, deposit accountsinstruments, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities payment intangibles and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Lock-Box Accounts and the Cure Account and (D) to the extent not included in the foregoing, all proceeds of any and all of the foregoing. In the event that (i) an Intermediate SPV shall purchase or repurchase from the Seller a Receivable as required pursuant to Section 2.04(b) of any Purchase Agreement to which such Intermediate SPV is a party as a seller, and the Seller is party as the purchaser, (ii) such Intermediate SPV shall have paid to the Collection Agent the purchase or repurchase price for such Receivable in accordance with such Section 2.04(b) and (viiiii) all the proceeds ofof such purchase or repurchase constituting a deemed Collection in respect of such Receivable shall have been applied by the Collection Agent as required by Section 2.04 of this Agreement, then the security interest in such Receivable created by the immediately preceding sentence shall be, and all amounts received or receivable under any or all ofis hereby automatically, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreementreleased. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Outstanding Reimbursement Obligations and all Interest in respect thereof, and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral Account and all amounts from time to time on deposit therein, (vi) all rights (but none of the obligations) of the Seller Borrower under the Sale Receivables Purchase Agreement; , (vivii) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) ), and (viiviii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (bc) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller Borrower delivered to the Administrative Agent following any such termination, and at the sole expense of the SellerBorrower, the Administrative Agent shall execute and deliver to the Seller Borrower UCC-3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of its SPV Entity Guaranty, each SPV Entity hereby pledges, mortgages, charges and assigns (by way of security) to the Guaranteed ObligationsAdministrative Agent, for the Seller Guaranty benefit of the Purchasers and all the other Seller ObligationsSecured Parties, the Seller hereby and grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon upon, all of the undertaking, property and assets of the Sellersuch SPV Entity, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Pledged Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller such SPV Entity under the applicable Purchase and Sale Agreement; (vi) all other personal and fixture property or assets of the Seller such SPV Entity of every kind and nature including, without limitationin any event, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, documents of title, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all intangibles and general intangibles (including all payment intangibles) (each as defined in the UCCUCC or the PPSA, as applicable) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. (b) Each SPV Entity confirms that value has been given by the Administrative Agent and the Secured Parties to such SPV Entity, that such SPV Entity has rights in its Pledged Collateral existing at the date of this Agreement, and that such SPV Entity and the Administrative Agent have not agreed to postpone the time for attachment of the security interests granted hereunder to any of the Pledged Collateral of such SPV Entity. The security interests granted hereunder with respect to the Pledged Collateral of each SPV Entity created by this Agreement shall have effect and be deemed to be effective whether or not the related Guaranteed Obligations of such SPV Entity under its SPV Entity Guaranty or any part thereof are owing or in existence before or after or upon the date of this Agreement. Neither the execution and delivery of this Agreement nor the provision of any financial accommodation by any Secured Party shall oblige any Secured Party to make any financial accommodation or further financial accommodation available to either SPV Entity or any other Person. (c) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Pledged Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCCUCC or PPSA or under this Agreement, including Section 9.01. The Seller Each SPV Entity hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (ai) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty Borrower undertakes to grant and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Sale Purchase and Contribution Agreement; , (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viiviii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (ii) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCCUCC and all other Applicable Law. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (biii) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers Lenders and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller Borrower delivered to the Administrative Agent following any such termination, and at the expense of the SellerBorrower, the Administrative Agent shall execute and deliver to the Seller Borrower UCC-3 termination statements and such other documents as the Seller Borrower shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty Borrower hereby pledges, assigns, transfers, hypothecates and all other Seller Obligationssets over to Lender, the Seller and hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Lender a continuing security interest in in, all of Borrower's right, title and lien upon all property interest in, to and assets of under the Sellerfollowing property, wherever located and whether now existing or owned or hereafter owned, existing acquired or arising and wherever located, including the following (collectively, the “Seller "Collateral”): "): (i) All of Borrower's present and future United States registered copyrights and copyright registrations, including Borrower's United States registered copyrights and copyright registrations, all Unsold Receivablesof Borrower's present and future United States applications for copyright registrations, including Borrower's United States applications for copyright 1. registrations and all of Borrower's present and future copyrights which are not registered in the United States Copyright Office (collectively, the "Copyrights"), and any and all royalties, payments, and other amounts payable to Borrower in connection with the Copyrights, together with all renewals and extensions of the Copyrights, the right to recover for all past, present, and future infringements of the Copyrights, and all computer programs, computer databases, computer program flow diagrams, source codes, object codes and all tangible property embodying or incorporating the Copyrights, and all other rights of every kind whatsoever accruing thereunder or pertaining thereto; (ii) All of Borrower's right, title and interest in and to any and all Related Security present and future license agreements with respect to such Unsold Receivables, the Copyrights; (iii) All present and future accounts, accounts receivable and other rights to payment arising from, in connection with or relating to the Copyrights; (iv) All patents and patent applications, domestic or foreign, all Collections licenses relating to any of the foregoing and all income and royalties with respect to such Unsold Receivablesany licenses, (iv) the Lock-Boxes all rights to ▇▇▇ for past, present or future infringement thereof, all rights arising therefrom and Collection Accounts pertaining thereto and all amounts on deposit thereinreissues, divisions, continuations, renewals, extensions and all certificates and instruments, if any, from time to time evidencing such Lockcontinuations- in-Boxes and Collection Accounts and amounts on deposit therein, part thereof; (v) All state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the foregoing and all income and royalties with respect to any licenses, whether registered or unregistered and wherever registered, all rights (but none of the obligations) of the Seller under the Sale Agreement; to ▇▇▇ for past, present or future infringement or unconsented use thereof, all rights arising therefrom and pertaining thereto and all reissues, extensions and renewals thereof; (vi) all other personal The entire goodwill of or associated with the businesses now or hereafter conducted by Borrower connected with and fixture property or assets symbolized by any of the Seller of every kind aforementioned properties and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and assets; (vii) all proceeds of, All general intangibles and all amounts received intangible intellectual or receivable under other similar property of Borrower of any kind or all ofnature, the foregoing. The Administrative Agent (for the benefit associated with or arising out of any of the Secured Partiesaforementioned properties and assets and not otherwise described above; and (viii) shall haveAll cash and noncash proceeds of any and all of the foregoing Collateral (including license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the extent not otherwise included, all payments under insurance or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to all the Seller foregoing Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed obligations of MBC in Section 2 hereof (the “Obligations”), the Seller Guaranty and all other Seller Obligations, the Seller MBC hereby grants ▇▇▇▇ ▇▇▇▇▇▇▇ a security interest (the “Security Interest”) in and to the Administrative Agentfollowing property (any quoted term used in this Paragraph which is a defined term under the Commercial Code is being used as defined in the Commercial Code except as otherwise defined herein), for subject to any subordination or agreement as to priority entered into by ▇▇▇▇ ▇▇▇▇▇▇▇ under the benefit Intercreditor Agreement or under a separate subordination agreement with ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇: (a) All Receivables of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the SellerBorrower, whether now owned or existing, or owned, acquired or arising hereafter, together with all customer lists, original books and records, ledger and account cards, computer tapes, discs, printouts and records, whether now in existence or hereafter ownedcreated. “Receivables” means all rights of Borrower to the payment of money, existing whether or arising not earned and wherever locatedhowsoever evidenced or arising, including the following (collectively, the “Seller Collateral”): (iwithout limitation) all Unsold Receivablespresent and future “Accounts”, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature “Chattel Paper” including, without limitation, all “Electronic Chattel Paper” and “Tangible Chattel Paper”, “Instruments,” and rights to payment which are “General Intangibles” including, without limitation, all “Payment Intangibles”, all security therefor including, without limitation, all “Supporting Obligations” and all of Borrower's rights as an unpaid seller of goods (including inventoryrescission, equipment replevin, reclamation and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities stopping in transit) and all other investment property, supporting obligations, money, any other contract rights or of Borrower's rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit goods represented by any of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property foregoing including returned or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.repossessed goods;

Security Interest. (a) To secure As security for the prompt payment performance by the Borrower of all the terms, covenants and performance agreements on the part of the Guaranteed Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Principal and all Interest in respect of the Loans and all other Borrower Obligations, the Seller Guaranty and all other Seller Obligations, the Seller Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Purchasers and the other Secured Parties, a valid, continuing and perfected first priority security interest in and lien upon in, all property and assets of the SellerBorrower’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Pool Receivables, (ii) all Related Security with respect to such Unsold Pool Receivables, (iii) all Collections with respect to such Unsold Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller Borrower under the Purchase and Sale Agreement; Agreement and any Credit Insurance Policy, (vi) all other personal and fixture property or assets of the Seller Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (bc) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers Lenders and the other Purchaser Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the SellerBorrower; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.the

Security Interest. (a) To secure ▇▇▇▇▇ and Sellers intend that all Transactions hereunder be sales to Buyer of the prompt payment Purchased Loans for all purposes (other than for accounting and U.S. Federal, state and local income or franchise Tax purposes) and not loans from Buyer to Sellers secured by the Purchased Loans. Notwithstanding the foregoing, in order to preserve ▇▇▇▇▇’s rights under this Agreement and the other Transaction Documents (i) in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and (ii) irrespective of any recharacterization determination, as security for both its performance and for the performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligationsof all Obligations hereunder and under the Transaction Documents, the each Seller hereby grants to the Administrative Buyer and Repo Agent, for the benefit of Buyer and Repo Agent, a security interest in all of such Seller’s right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising: (i) all of the Purchasers Purchased Loans, inclusive of any related Advances (including, for the avoidance of doubt, all security interests, mortgages and liens on personal or real property securing the Purchased Loans, inclusive of any related Advances), (ii) the Purchased Loan Documents and all Records, (iii) all related Servicing Rights and Servicing Records, (iv) each Collection Account and all amounts and property from time to time on deposit therein, including Hedge Margin Payments, (v) the Remittance Account and all amounts and property from time to time on deposit therein, (vi) the Hedge Margin Payment Account and all amounts and property from time to time on deposit therein, (vii) all Income from the Purchased Loans, inclusive of any related Advances, (viii) each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the related Servicing Agreements, (ix) all mortgage guarantees and insurance policies relating to any Purchased Loan or the related Mortgaged Property, and all proceeds thereunder, (x) all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing items set forth in clauses (i) through (ix) above, (xi) all replacements, substitutions or distributions on or proceeds, payments, cash, and profits of, and records and files relating to, any and all of the foregoing items set forth in clauses (i) through (x) above, (xii) the Disbursement Account established by the Disbursement Agent and Account Control Agreement, dated as of the Closing Date, among Sellers, Buyer and U.S. Bank National Association as Disbursement Agent, and all amounts and property from time to time on deposit therein and (xiii) any other property, rights, titles or interests as are specified in a Confirmation, Trust Receipt, the Purchased Loan Schedule or Exception Report, in all instances whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the items set forth in clauses (i) through (xiii) above, the “Repurchase Assets”). Each Seller hereby acknowledges and agrees that its rights with respect to the Repurchase Assets (including, without limitation, any security interest it may have in the Purchased Loans and any other collateral granted to such Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer and Repo Agent hereunder and under the other Transaction Documents. (b) With respect to the security interest in the Repurchase Assets granted in Section 6(a), Buyer and Repo Agent shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and any other applicable law and shall have the right to apply the Repurchase Assets, or proceeds therefrom to the Obligations of each Seller under this Agreement and the other Secured PartiesTransaction Documents. In furtherance of the foregoing, (i) Repo Agent, at the applicable Seller’s sole cost and expense, shall cause to be filed as a continuing protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in Section 6(c) one or more UCC financing statements in form satisfactory to Repo Agent (to be filed in the filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer and the security interest granted hereby and, in each case, continuation statements and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following any amendments thereto (collectively, the “Filings”), and shall forward copies of such Filings to each Seller Collateral”): (i) all Unsold Receivablesupon completion thereof, and (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if anyeach Seller shall, from time to time evidencing time, at its own expense, deliver and cause to be duly filed all such Lock-Boxes further filings, instruments and Collection Accounts documents and amounts on deposit therein, (v) take all rights (but none such further actions as may be necessary or desirable or as may be reasonably requested by ▇▇▇▇▇ to maintain and continue the perfection and priority of the obligations) outright transfer of the Seller under Purchased Loans and the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined security interest granted hereunder in the UCC) Repurchase Assets and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under Buyer and Repo Agent with respect to the Repurchase Assets (including the payments of any applicable UCCfees and Taxes required in connection with the execution and delivery of this Agreement). The Each Seller hereby authorizes the Administrative Repo Agent to file or cause to be filed such financing statement or statements relating to the Repurchase Assets and all proceeds thereof and any Servicing Rights of such Seller and the proceeds related thereto (including a financing statement describing the collateral covered thereby as “all assets of the debtor’s personal property such Seller, whether now owned or assetshereafter acquired or arising, wherever located, together with all accessions thereto and proceeds thereof” or words to that effect, notwithstanding that such wording other super-generic description thereof as Repo Agent may be broader in scope than the collateral described in this Agreement. (bdetermine) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive without such termination) of the Administrative Seller’s signature thereon as Repo Agent, the Purchasers and the other Purchaser Parties hereunder shall terminateat its option, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such terminationmay deem appropriate. (c) For the avoidance of doubt, neither Seller retains economic rights to the grant servicing of the Servicing Released Purchased Loans and related Mortgaged Properties; provided that each Seller shall and shall cause each Servicer to continue to service the related Purchased Loans and Mortgaged Properties hereunder as part of its Obligations hereunder. As such, each Seller expressly acknowledges that the Servicing Retained Purchased Loans and related Mortgaged Properties are sold to Buyer on a “servicing retained” basis and the Servicing Released Purchased Loans and related Mortgaged Properties are sold to buyer on a “servicing released” basis, as applicable, and each Seller hereby grants, assigns and pledges to Buyer and Repo Agent a security interest pursuant in any Servicing Rights of such Seller and all proceeds related thereto and in all instances, whether now owned or existing or hereafter acquired or arising. (d) The pledges set forth in clauses (a) and (c) are intended to constitute security agreements or other arrangements or other credit enhancements related to this Section 3.09 shall be in addition to, Agreement and shall not be construed to limit or modify, Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(xi) of the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05Bankruptcy Code.

Security Interest. (a) To secure the prompt payment and performance timely repayment of the Guaranteed Obligationsprincipal of, and interest on, the Seller Guaranty Advances, and all other Seller ObligationsObligations of the Borrower to any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether existing or arising as of the Closing Date or thereafter, due or to become due, direct or indirect, the Seller Borrower hereby pledges and grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing continuing, first priority security interest in in, and lien upon assignment of, all property and assets of the SellerBorrower’s rights, titles and interests in, to and under all of the following, whether now or hereafter owned, existing or arising and wherever locatedas of the Closing Date or thereafter: all assets of the Borrower, including but not limited to all right, title and interest of the following (collectivelyBorrower in the Pledged Policies and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and against the Securities Intermediary, in its capacity as owner of record of the Pledged Policies, and the Custodian; the Collection Account, the Reserve Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal of the Borrower. All of the rights and assets described in the previous sentence are herein referred to collectively as “Seller Collateral”): ; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document. (ib) all Unsold ReceivablesThe Borrower shall file such financing statements, (ii) all Related Security and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests, in each case, in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy, and, provided further that with respect to the Third A&R Policies, Agent shall not cause collateral assignments of such Unsold Receivablespolicies to be filed with the applicable Issuing Insurance Company until the date that is seventy-five (75)days after the Third A&R Closing Date. On or prior to each Advance Date, (iii) the Borrower shall have delivered or caused to be delivered, or shall deliver or cause to be delivered, completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all Collections with respect such Change Forms in blank to such Unsold Receivablesbe held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, (iv) at the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none request of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all ofAdministrative Agent, the foregoingBorrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Administrative Agent (for Borrower shall cause the benefit of Securities Intermediary to execute such Change Forms in blank to be held by the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available Securities Intermediary. The Borrower grants to the Administrative Agent (for Agent, as its irrevocable attorney-in-fact and otherwise, the benefit right, in the Administrative Agent’s sole and absolute discretion, following the occurrence of an Event of Default, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Secured Parties)Borrower or otherwise obtained by the Administrative Agent, all to the rights and remedies of a secured party under any applicable UCCIssuing Insurance Companies. The Seller Borrower hereby acknowledges that the foregoing grant has been coupled with an interest and is irrevocable. The Borrower hereby authorizes the Administrative Agent to file such financing statements describing and other documentation as the collateral covered thereby Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto. The Borrower hereby appoints the Administrative Agent as “the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral, upon the occurrence and during the continuance of an Event of Default. The Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. (c) Upon the receipt of the related Net Proceeds by the Lenders after the sale of a Pledged Policy pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released. Upon the indefeasible repayment in full of all of the debtor’s personal property Advances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, (i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii) the Administrative Agent shall file, promptly upon written request, such releases or assets” or words assignments, as applicable, and to that effect, notwithstanding that take such wording may be broader other actions as the Borrower shall reasonably request in scope than the collateral described writing in this Agreementorder to evidence any such release. (bd) Immediately ‎Without limiting the generality of Section 2.6(c) above, upon the occurrence of the Final Payout DatePrepayment Event (which shall include, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For for the avoidance of doubt, the grant indefeasible and final payment in full in cash of all Third A&R Advance Obligations), the security interest pursuant to this Section 3.09 of the Administrative ‎Agent in all Third A&R Policies for the benefit of the Secured Parties shall be in addition released and the ‎Administrative Agent shall, and Lender shall instruct Administrative Agent to, promptly upon the request of Borrower (i) destroy or return to the Borrower the collateral ‎assignments and shall not be construed Change Forms with respect to limit or modifysuch Third A&R Policies, in each case to the sale of Sold Assets pursuant to Section 2.01(b) extent actually received by Administrative Agent or the Seller’s grant of security interest pursuant Lender, and (ii) confirm to Section 5.05.the ‎Borrower that no collateral assignments have been filed by the Administrative Agent or the Secured Parties with respect to the Third A&R Policies.‎

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Locklock-Boxes and boxes, Collection Accounts and LC Collateral Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Locklock-Boxes and boxes, Collection Accounts and LC Collateral Account and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. (a) To secure As security for the prompt payment and performance of the Guaranteed Note and all other Obligations, the Seller Guaranty Debtor hereby grants, conveys, assigns, transfers and all other Seller Obligations, the Seller hereby grants pledges to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent Party (for the benefit of all Noteholders and the Hedge Counterparties) a security interest, and collaterally assigns to the Secured Parties) shall Party, all right, title and interest which the Debtor now has or may hereafter have, with respect be possessed of, be entitled to, or acquire, in, to and under the following property (collectively, the "Collateral"): (a) the Collection Account, the Lockbox Account, the Reserve Fund Account, the Derivative Supplement Account, all the Seller Collateralaccounts relating thereto, and in addition all amounts and other property therein from time to all the other rights and remedies available time pursuant to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Credit Agreement.; (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers Contracts and the other Purchaser Parties hereunder shall terminate, all without delivery related Receivables identified in any Schedule of any instrument or performance of any act by any party, and all rights Contracts delivered from time to time to the Seller Collateral shall revert Secured Party pursuant to the Seller; providedCredit Agreement, howevertogether with all Collections, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such terminationContract Files, Related Security and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination.Servicing Records relating thereto; (c) For all Contracts and the avoidance related Receivables identified in any Schedule of doubtAdditional Contracts delivered from time to time to the Secured Party pursuant to the Credit Agreement, together with all Collections, Contract Files, Related Security and Servicing Records relating thereto; (d) any and all Hedging Agreements, Third Party Lender Assignments, Auto Loan Purchase and Sale Agreements, Dealer Assignments and Dealer Agreements; (e) all general intangibles, chattel paper and accounts of the grant Debtor; (f) all replacements of, substitutions for and increases, additions and accessions to or distribution of any of the property described in this Section 2.01; and (g) all income, payments and proceeds of any of the foregoing property in any form derived directly or indirectly from any dealing with such property or that indemnifies or compensates for the loss of or damage to such property; provided that the said security interest and collateral assignment will not (i) extend or apply to (A) any Contract or the related Receivable (or any Collections, Contract Files, Related Security and Servicing Records relating thereto) identified in any Schedule of Ineligible Contracts either (x) substituted in accordance with the terms and conditions of the Credit Agreement with Additional Contracts and the related Collateral identified in a Schedule of Additional Contracts and/or (y) for which the Advances relating to such Ineligible Contract and the related Collateral have been paid in accordance with the terms and conditions of the Credit Agreement or (B) any Schedule of Removed Contracts executed from time to time by the Secured Party and any Noteholders pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit the Credit Agreement or modify, (ii) render the sale of Sold Assets pursuant to Section 2.01(b) Secured Party or the Seller’s grant Noteholders liable to observe or perform any term, covenant or condition of security interest pursuant any agreement, document or instrument to Section 5.05which the Debtor is a party or by which it is bound and which forms part of the Collateral.

Security Interest. (a) To secure the prompt payment and performance to Buyer of all of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, Buyer a continuing lien upon and security interest in all of Seller’s now existing or hereafter arising rights and lien upon all property and assets of interest in the Sellerfollowing, whether now owned or existing or hereafter ownedcreated, existing acquired, or arising arising, and wherever located, including the following located (collectively, the “Seller Collateral”): ): (iA) all Unsold ReceivablesAll accounts, (ii) all Related Security with respect to such Unsold Receivablesreceivables, (iii) all Collections with respect to such Unsold Receivablescontract rights, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit thereinchattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, general intangibles (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventoryclaims, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic)causes of action, deposit accounts, securities accountsguaranties, securities entitlementsrights in and claims under insurance policies (including rights to premium refunds), letter-of-credit rightsrights to tax refunds, commercial tort claimscopyrights, securities patents, trademarks, rights in and under license agreements, and all other investment intellectual property); (B) All inventory, supporting obligations, money, any other contract rights or including Seller’s rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received any returned or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall haverejected goods, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and remedies delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller’s right of a secured party under any applicable UCC. The Seller hereby authorizes offset and recoupment); (D) All equipment, machinery, furniture, furnishings, fixtures, tools, supplies and motor vehicles; (E) All farm products, crops, timber, minerals and the Administrative Agent to file financing statements describing the collateral covered thereby as “like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.foregoing; (bG) Immediately upon the occurrence All books and records pertaining to all of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations foregoing; and (other than those expressly stated to survive such terminationH) All proceeds of the Administrative Agentforegoing, the Purchasers and the other Purchaser Parties hereunder shall terminatewhether due to voluntary or involuntary disposition, all including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without delivery of any instrument or performance of any act by any partyBuyer’s prior written consent, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, except for the sale of Sold Assets pursuant to Section 2.01(b) or finished inventory in the Seller’s grant usual course of security interest pursuant business. From time to time the Seller sells private securities, consent for these securities will not be unreasonably withheld or delayed. Proceeds of the sale of private securities are to be directed to the lockbox, as set forth in Section 5.0514 hereof. Seller agrees to sign UCC financing statements, in a form acceptable to Buyer, and any other instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and documents evidencing or related to Purchased Receivables and Collateral.

Security Interest. (a) To secure the prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold ReceivablesReceivables (including, without limitation, any Insurance Payments), (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale AgreementAgreements; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. . (b) The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (bc) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and Purchasers, the other Purchaser Parties hereunder and each other party hereto shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (cd) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.055.06.

Security Interest. (a) To secure As security for the prompt and complete payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers Liabilities and the other Secured PartiesAffiliate Revolving Loan Liabilities when due or declared due, a continuing security interest in each Borrower hereby grants, pledges, conveys and lien upon all property and assets of the Seller, whether now or hereafter owned, existing or arising and wherever located, including the following (collectively, the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available transfers to the Administrative Agent (for the ratable benefit of the Secured PartiesLenders and Administrative Agent) a continuing security interest in and to all of such Borrower’s right, title and interest in and to the following property and interests in property, whether now owned or existing or hereafter owned, arising or acquired, and wheresoever located (collectively, the “Collateral”): (a) all of Borrower’s accounts receivable, including, without limitation, Accounts and Health-Care-Insurance Receivables (each as defined in the Code); (b) all of the Borrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and money; (c) all the rights of Borrower’s Deposit Accounts and remedies of a secured party under any applicable UCC. The Seller hereby authorizes other deposit accounts (general or special) with, and credits and other claims against, the Administrative Agent to file financing statements describing or any Lender, or any other financial institution with which the collateral covered thereby as “Borrower maintains deposits; (d) all of the debtorBorrower’s personal property or assets” or words to that effectcontracts, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. licenses (b) Immediately upon the occurrence including, without limitation, any Licenses and CONs), chattel paper, instruments, notes, letters of credit, contract rights, bills of lading, warehouse receipts, shipping documents, permits, tax refunds, documents and documents of title, and all of the Final Payout DateBorrower’s Tangible Chattel Paper, the Seller Collateral shall be automatically released from the lien created herebyDocuments, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and this Agreement Goods (each as defined in the Code); (e) all of the Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of the Borrower’s monies, and any and all obligations other property and interests in property of the Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (other than those expressly stated to survive such termination) each as defined in the Code), now or hereafter coming into the actual possession, custody or control of the Administrative Agent, any Lender or any agent or Affiliate thereof in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to the Purchasers Administrative Agent’s and each Lender’s rights of setoff (which the other Purchaser Parties hereunder shall terminateBorrower acknowledges), all without delivery the balance of any instrument account or performance any amount that may be owing from time to time by Administrative Agent or any Lender to the Borrower; (g) all insurance proceeds of or relating to any of the foregoing property and interests in property, and any key man life insurance policy covering the life of any act by officer or employee of Borrower; (h) all proceeds and profits derived from the operation of the Borrower’s business; (i) all of the Borrower’s books and records, computer printouts, manuals and correspondence relating to any partyof the foregoing and to the Borrower’s business; and (j) all accessions, improvements and additions to, substitutions for, and all rights replacements, products, profits and proceeds of any of the foregoing. Administrative Agent acknowledges that it will not have control over or right of setoff against the Government Blocked Account (as defined in the Affiliate Revolving Loan - 50 - DM3\7000734.9 Agreement) solely to the Seller Collateral shall revert to the Seller; extent such control or right of setoff is or would be prohibited by applicable Healthcare Laws, provided, however, that promptly following written request therefor by the Seller delivered as soon as any such prohibition or restriction lapses or is legally removed Borrower shall immediately take such all actions as are reasonably necessary to the provide Administrative Agent following any with control over and/or the right of setoff against such terminationGovernment Blocked Account (at Borrower’s cost). Administrative Agent, for itself and at the expense on behalf of the Sellerother Lenders further acknowledges and agrees that the term “Collateral” shall not include: (i) any portion of the Collateral (but not the proceeds thereof) that is subject to a rule of law, statute or regulation prohibiting the Administrative Agent shall execute granting of a security interest therein; and deliver to (ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of the Seller UCC-3 termination statements and Borrower if under the terms of such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubtcontract, lease, permit, license, or license agreement, or applicable law with respect thereto, the grant of a security interest pursuant or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the consent of the other party to this Section 3.09 such contract, lease, permit, license, or license agreement has not been obtained; provided, that, (A) the foregoing exclusions of clauses (i) and (ii) above shall (x) exist only for so long as such rule of law, statute, regulations or written agreement, document or instrument continues to be effective (and when such rule, statute, regulation or written agreement, document or instrument becomes no longer applicable or upon the cessation, termination or expiration thereof, the security interest granted herein shall be deemed to have automatically attached to such Collateral), (B) the foregoing exclusions of clause (ii) above shall in addition to, and shall not no way be construed to limit (1) apply to the extent that any described prohibition or modifyrestriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the sale of Sold Assets pursuant Code or other applicable law, or (2) apply to Section 2.01(b) the extent that any consent or the Sellerwaiver has been obtained that would permit Administrative Agent’s grant of security interest pursuant or lien to Section 5.05attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement, and (C) the foregoing exclusions of clauses (i) and (ii) above shall in no way be construed to limit, impair, or otherwise affect any of Administrative Agent’s or any Lender’s continuing security interests in and liens upon any rights or interests of the Borrower in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or (2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, or license agreement).