Exhibit 10.2


 


Execution Version


 





 



 


DEBTOR-IN-POSSESSION SECURITY AGREEMENT


 


dated as of


 


April 25, 2022


 


among


 


GWG HOLDINGS, INC. and GWG LIFE, LLC


 


and


 


CERTAIN SUBSIDIARIES OF GWG HOLDINGS, INC. and
GWG LIFE, LLC

IDENTIFIED HEREIN,

collectively, the Grantors


 


and


 


NATIONAL FOUNDERS LP,

as Collateral Agent


 


 











 




    


     


    

 


TABLE OF CONTENTS


 


	Article I DEFINITIONS;
LIENS
	2
	Section 1.01	UCC Terms; Credit Agreement	2
	Section 1.02	Other Defined Terms	2
	Article II PLEDGE OF
SECURITIES
	6
	Section 2.01	Pledge	6
	Section 2.02	Delivery of the Pledged Collateral	7
	Section 2.03	Representations, Warranties and Covenants	8
	Section 2.04	Certification of Equity Interests; Modification of Organizational Documents	9
	Section 2.05	Registration in Nominee Name; Denominations	9
	Section 2.06	Voting Rights; Dividends and Interest	9
	Article III SECURITY
INTERESTS IN PERSONAL PROPERTY
	11
	Section 3.01	Security Interest	11
	Section 3.02	Representations and Warranties	13
	Section 3.03	Covenants	14
	Section 3.04	Other Actions	17
	Article IV REMEDIES
 	17
	Section 4.01	Remedies Upon Default	17
	Section 4.02	Application of Proceeds	18
	Section 4.03	Certain Matters Relating to Receivables	19
	Article V SUBROGATION
AND SUBORDINATION
	20
	Section 5.01	Contribution and Subrogation	20
	Section 5.02	Subordination	20
	Article VI MISCELLANEOUS
	21
	Section 6.01	Notices	21
	Section 6.02	Waivers; Amendment	21
	Section 6.03	Collateral Agent’s Fees and Expenses; Indemnification	22
	Section 6.04	Successors and Assigns	22
	Section 6.05	Survival of Agreement	22
	Section 6.06	Counterparts; Effectiveness; Several Agreement	22
	Section 6.07	Severability	23
	Section 6.08	[Reserved]	23
	Section 6.09	Governing Law; Jurisdiction	23
	Section 6.10	WAIVER OF JURY TRIAL	24
	Section 6.11	Headings	24
	Section 6.12	Security Interest Absolute	24
	Section 6.13	[Reserved]	24
	Section 6.14	[Reserved]	24
	Section 6.15	Collateral Agent Appointed Attorney-in-Fact	25
	Section 6.16	General Authority of the Collateral Agent	25
	Section 6.17	Orders	25



 


	SCHEDULES	 
	 	 
	SCHEDULE I	Pledged Equity
	SCHEDULE II	Perfection Information
	SCHEDULE III 	Commercial Tort Claims
	SCHEDULE IV 	Deposit Accounts and Securities Accounts
	SCHEDULE V	Real Estate Interests 


 




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DEBTOR-IN-POSSESSION SECURITY AGREEMENT


 


This DEBTOR-IN-POSSESSION
SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”),
dated as of April 25, 2022, is made by and among GWG HOLDINGS, INC., a Delaware corporation and a debtor and debtor-in-possession in a
case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement (as defined below)) (“Holdings”),
GWG LIFE, LLC, a Delaware limited liability company and a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy
Code (“GWG Life”, and together with Holdings, individually, collectively and in all combinations, the “Borrower”),
the other Persons named as Grantors on the signature pages hereto on the Closing Date (together with the Borrower, collectively, the “Initial
Grantors”), certain subsidiaries of the Borrower from time to time party hereto and NATIONAL FOUNDERS LP (“NFLP”),
as Collateral Agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) for the Secured
Parties (as defined in the Credit Agreement).


 


Reference is made to that
certain Superpriority Secured Debtor-in-Possession Credit and Guaranty Agreement, dated as of April 25, 2022 (as amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used
in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement), by and among the Borrower, the
Guarantors party thereto, the Lenders party thereto, the Collateral Agent and NFLP, as Administrative Agent, pursuant to which the Lenders
have agreed to extend credit to the Borrower and the Guarantors have jointly and severally guaranteed the payment when due of all Obligations
under the Credit Agreement and the other Credit Documents as provided therein.


 


In order to induce (i) the
Lenders to extend credit to the Borrower as provided in the Credit Agreement and (ii) NFLP to act as Administrative Agent and as Collateral
Agent, the Initial Grantors have agreed to grant to the Collateral Agent a continuing security interest in and to the Collateral (as defined
below) in order to secure the prompt and complete payment, observance and performance of, among other things, their respective Secured
Obligations (as defined below). Each Initial Grantor will obtain benefits from the extension of credit under the Credit Agreement and,
accordingly, desires to execute this Agreement. The Collateral Agent has agreed to act as agent for the benefit of the Secured Parties
in connection with the transactions contemplated by the Credit Agreement and this Agreement. Notwithstanding anything herein to the contrary,
the Liens granted to Collateral Agent under this Agreement and the exercise of the rights and remedies of Collateral Agent hereunder and
under any other Credit Document are subject to the Interim Order (and, when entered, the Final Order).


 


Execution, delivery and performance
of this Agreement and the grant of a security interest, pledge and Lien on all of the Collateral of the Grantors and the proceeds thereof
to secure the Secured Obligations have been authorized pursuant to Sections 364(c)(2), 364(c)(3) and 364(d)(1) of the Bankruptcy Code
by the Interim Order and, after the entry thereof by the Bankruptcy Court, will have been so authorized by the Final Order.


 






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To supplement the Orders without
in any way diminishing or limiting the effect of the Orders or the security interest, pledge and Lien granted thereunder, the parties
hereto desire to more fully set forth their respective rights in connection with such security interest, pledge and Lien as set forth
herein. In the event of a conflict between the terms and provisions of this Agreement or any other Credit Document and any Order, the
terms and provisions of the applicable Order shall control.


 


Accordingly, the parties hereto
agree as follows:


 


Article
I

DEFINITIONS; LIENS


 


Section 1.01
UCC Terms; Credit Agreement.


 


(a)
The following terms that are defined in the New York UCC (as defined herein) are used in this Agreement as so defined (whether
or not capitalized): “account”; “bank”; “chattel paper”; “commercial tort claim”; “commodity
account”; “commodity intermediary”; “deposit account”; “document”; “equipment”;
“financial assets”; “goods”; “inventory”; “investment property”; “letter-of-credit
rights”; “proceeds”; “securities account”; “securities intermediary”; and “supporting
obligations”; and the term “instrument” shall have the meaning specified in Article 9 of the New York UCC. The interpretive
provisions specified in Section 1.3 of the Credit Agreement also apply to this Agreement.


 


Section 1.02
Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“Account Debtor”
means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.


 


“Agreement”
has the meaning assigned to such term in the recital of parties to this Agreement.


 


“Article 9 Collateral”
has the meaning assigned to such term in Section 3.01(a).


 


“Borrower”
has the meaning assigned to such term in the recital of parties to this Agreement.


 


“Cash Management
Bank” has the meaning assigned to such term in Section 3.03(h)(i).


 


“Claiming Party”
has the meaning assigned to such term in Section 5.01.


 


“Collateral”
means the Article 9 Collateral and the Pledged Collateral.


 


“Collateral Agent”
has the meaning assigned to such term in the recital of parties to this Agreement.


 


“Contributing Party”
has the meaning assigned to such term in Section 5.01.


 


“Control Agreement”
means a control agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered by a Grantor
and/or one or more of its Subsidiaries, the Collateral Agent and the applicable securities intermediary (with respect to a Securities
Account) or bank (with respect to a Deposit Account).


 






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“Credit Agreement”
has the meaning assigned to such term in the recitals to this Agreement.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust
or any other equity ownership interests in a Person.


 


“Excluded Assets”
means, collectively, (i) any U.S. intent-to-use trademark applications to the extent that, and solely during the period in which, the
grant of Collateral Agent’s Lien thereon would impair the validity or enforceability of such intent-to-use trademark applications
under applicable federal law, provided that upon filing with the U.S. Patent and Trademark Office of a “Statement of Use”
or “Amendment to Allege Use” with respect thereto pursuant to Section 1(c) or Section 1(d) of the Lanham Act, 15 U.S.C. §
1051 (or any successor provision), such intent-to-use trademark application shall be considered Collateral, (ii) any rights or interest
in any contract, lease, permit, or license agreement of any Grantor to which any Grantor is a party with a Person that is not an Affiliate
or a Subject Entity if and for so long as the grant of the security interest hereunder shall, pursuant to the terms of such contract,
lease, permit, or license agreement, constitute or result in (A) a material breach or termination pursuant to the terms of, or a material
default under, any such contract, lease, permit, or license agreement, (B) a violation of any Laws applicable thereto, (C) the abandonment,
invalidation or unenforceability of any material right, title or interest of any Grantor therein; provided that any such contract, lease,
permit or license agreement was not entered into in contemplation of circumventing any Grantor’s obligations under the Credit Documents
or (D) the creation of a right of termination in favor of, or require the consent of, to the extent not otherwise obtained, any other
party thereto (other than the Grantors or any Affiliate or Subject Entity thereof) or would give such party the right to otherwise adversely
alter such Grantor’s right, title or interest thereunder (including upon giving of notice or the lapse of time or both) or (iii)
any other property with respect to which, in the determination of Collateral Agent in its sole discretion, the time, difficulty, cost,
or other consequences (including any material adverse tax consequences) of granting or perfecting a Lien on such property shall be excessive
in view of the benefits to be obtained by the Secured Parties therefrom; provided, however, that (x) the exclusions described in clauses
(i) through (iii) above shall in no way be construed as to limit, impair or otherwise affect the Collateral Agent’s unconditional
continuing security interest in and Liens upon any rights or interest of the Grantors in or to the proceeds of, or any monies due or to
become due under, any such leases, contracts, agreements, licenses, permits or other assets and (y) immediately upon the effectiveness,
lapse termination or waiver of any such restriction, provision or agreement, references to the Collateral shall include and the Grantors
shall be deemed to have granted a security interest with respect to such leases, contracts, agreements, licenses, permits, equipment,
Equity Interests, accounts and other assets as if such provision or restriction or agreement had never been in effect.


 


“General Intangibles”
has the meaning specified in Article 9 of the New York UCC and includes corporate or other business records, indemnification claims, contract
rights (including rights under leases, whether entered into as lessor or lessee, swap contracts and other agreements), goodwill, registrations,
franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any
Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts.


 






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“Governmental Authority”
means any nation or government, any provincial, state, local, municipal or other political subdivision thereof, and any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Grantor”
means the Initial Grantors.


 


“GWG Life”
has the meaning assigned to such term in the recital of parties to this Agreement.


 


“Holdings”
has the meaning assigned to such term in the recital of parties to this Agreement.


 


“Initial Grantors”
has the meaning assigned to such term in the recital of parties to this Agreement.


 


“Laws”
means, collectively, all international, foreign, federal, state, provincial and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by
any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders,
directed duties, requests, licenses, authorizations and Permits of, and agreements (other than commercial agreements) with, any Governmental
Authority.


 


“New York UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York.


 


“NFLP”
has the meaning assigned to such term in the recital of parties to this Agreement.


 


“Perfection Information”
means the schedules and attachments substantially in the form of Schedule II hereto, as completed and updated, supplemented or
amended from time to time in accordance with the terms hereof.


 


“Permit”
means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under an applicable
Law.


 


“Pledged Collateral”
has the meaning assigned to such term in Section 2.01.


 


“Pledged Debt”
has the meaning assigned to such term in Section 2.01.


 


“Pledged Equity”
has the meaning assigned to such term in Section 2.01.


 


“Pledged LLC Interests”
means all interests of any Grantor now owned or hereafter acquired in any limited liability company, including all limited liability company
interests listed on Schedule I hereto and the certificates, if any, representing such limited liability company interests and any
interest of such Grantor on the books and records of such limited liability company and all dividends, distributions, cash, warrants,
rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such limited liability company interests and any other warrant, right or option to acquire
any of the foregoing.


 






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“Pledged Partnership
Interests” means all interests of any Grantor now owned or hereafter acquired in any general partnership, limited partnership,
limited liability partnership or other partnership, including all partnership interests listed on Schedule I hereto and the certificates,
if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership and all
dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and any other warrant, right
or option to acquire any of the foregoing.


 


“Pledged Securities”
means any promissory notes, stock certificates, unit certificates, limited or unlimited liability membership or partnership certificates
or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing
or evidencing any Pledged Collateral.


 


“Real Estate Interests”
means, with respect to a Grantor, all Real Property Owned and all Real Property Leaseholds, whether now owned or held, or hereafter acquired.


 


“Real Property Leaseholds”
means all leases now or hereafter owned or held by a Grantor, of real property whether improved or unimproved and all rights, interests
and estates, real and personal, arising under or in connection with such leases and such real property, including without limitation all
buildings and all personal property and fixtures included under such leases.


 


“Real Property Owned”
means all parcels of land now or hereafter owned by a Grantor, together with the right, title and interest of such Grantor in and to adjacent
streets, the air space and development rights, all rights of way, privileges, tenements, hereditaments and appurtenances thereto, and
fixtures, easements, all royalties and rights pertaining to the use of the real property, including, without limitation, all alleys, vaults
and drainage together with all buildings and other improvements now or hereafter erected thereon and all fixtures and personal property
appertaining thereto and all additions thereto and all substitutions and replacements thereof.


 


“Receivables”
means all right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument
or Chattel Paper and whether or not it has been earned by performance, and all Receivables Records.


 


“Receivables Records”
means (i) all original copies of all documents, instruments or other writings or electronic records or other records evidencing Receivables,
(ii) all books, correspondence, credit or other files, records, ledger sheets or cards, invoices, and other papers relating to Receivables,
including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers
and documents relating to the Receivables, whether in the possession or under the control of any Grantor or any computer bureau or agent
from time to time acting for such Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration
of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors,
secured parties or agents thereof, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports
from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written
or non-written forms of information related in any way to the foregoing or any Receivable.


 


“Secured Obligations”
means the “Obligations” as defined in the Credit Agreement.


 


“Security Interest”
has the meaning assigned to such term in Section 3.01(a).


 


“Uniform Commercial
Code” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable
jurisdiction.


 






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Article
II

PLEDGE OF SECURITIES


 


Section 2.01
Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due
but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision
thereof)), each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of
the Secured Parties, and hereby grants to the Collateral Agent, it successors and assigns, for the benefit of the Secured Parties, a security
interest in all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (a)
all Equity Interests held by it are listed on Schedule I hereto and any other Equity Interests obtained in the future by such Grantor
and the certificates, if any, representing all such Equity Interests (collectively, the “Pledged Equity”); (b) (i)
all debt securities of any Grantor or any Subsidiary of any Grantor owned by it and listed opposite the name of such Grantor on Schedule
I hereto, (ii) any debt securities of any Grantor or any Subsidiary of any Grantor obtained in the future by such Grantor and (iii)
any promissory notes and any other instruments evidencing such debt securities (the debt securities, promissory notes and instruments
referred to in clauses (i), (ii) and (iii) of this clause (b) are collectively referred to as the “Pledged Debt”);
(c) all other property that is delivered to and held by the Collateral Agent; (d) subject to Section 2.06, all payments of principal
or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect
of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (a)
and (b) above; all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a),
(b) and (c) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively
referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary in this Agreement, the Pledged Collateral
shall not include any Excluded Assets.


 


TO HAVE AND TO HOLD the Pledged
Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral
Agent, its successors and assigns, for the benefit of the Secured Parties, subject, however, to the terms, covenants and conditions hereinafter
set forth.


 






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The grant of a security interest
in the Pledged Collateral by each Grantor under this Agreement secures the payment of all Secured Obligations now or hereafter existing
under, or in respect of, the Credit Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement,
obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting
the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and
that would be owed by such Grantor to any Secured Party under the Credit Documents but for the fact that such Secured Obligations are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a Grantor.


 


Section 2.02
Delivery of the Pledged Collateral.


 


(a)
Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties,
any and all Pledged Securities to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing
Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02.


 


(b)
Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be delivered pursuant to Section 2.02(a) or
(b) shall be accompanied by undated stock or note powers, as applicable, duly executed in blank, or other undated instruments of
transfer duly executed in blank and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms
of this Agreement shall be accompanied (to the extent reasonably requested by the Collateral Agent and to the extent necessary to perfect
the security interest therein or allow realization thereon) by undated proper instruments of assignment duly executed in blank by the
applicable Grantor.


 


(c)
Each Grantor hereby agrees that if any of the Pledged Securities not otherwise covered by Sections 2.02(a) or (b)
above are at any time not evidenced by certificates, then each applicable Grantor shall, to the extent permitted by applicable law, (i)
cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities, (ii) if necessary
or desirable to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register
or the books of the applicable issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the
pledge and give the Collateral Agent the right to transfer such Pledged Securities under the terms hereof and (iii) after the occurrence
and during the continuance of any Event of Default, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral
Agent’s request, (A) cause the Organizational Documents of each such issuer to be amended to provide that such Pledged Securities
shall be treated as “securities” for purposes of the New York UCC or its equivalent in other jurisdictions and (B) cause such
Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 2.02(a).
Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto
as Schedule I and made a part hereof; provided, that, failure to attach any such schedule hereto shall not affect
the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.


 






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Section 2.03
Representations, Warranties and Covenants. Each Grantor represents, warrants and covenants to and with the Collateral Agent,
for the benefit of the Secured Parties, that:


 


(a)
Schedule I hereto (as amended or supplemented pursuant to the terms hereof) correctly sets forth the certificate number,
if applicable, and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented
by the Pledged Equity and includes all Equity Interests, debt securities and promissory notes to which such Grantor has any right, title
or interest;


 


(b)
each Grantor has good and valid rights in and title to the Pledged Collateral and has full power and authority to pledge to the
Collateral Agent such Pledged Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms
of this Agreement, without the consent or approval of any other Person other than consent or approval that has been obtained (except for
such actions of issuers as are contemplated by Section 2.02(a));


 


(c)
the Pledged Equity and Pledged Debt have been duly and validly authorized and issued by the issuers thereof and (i) in the case
of Pledged Equity, are fully paid and non-assessable and (ii) in the case of such Pledged Debt, are legal, valid and binding obligations
of the issuers thereof, enforceable against each issuer thereof in accordance with its terms, except as such enforceability may be limited
by Debtor Relief Laws and by general principles of equity (whether considered in a proceeding at law or in equity);


 


(d)
except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance
with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule
I hereto as owned by such Grantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Credit Documents
and (B) Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security
interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Credit Documents and (B) Permitted Liens and
(iv) will use commercially reasonable efforts to defend its title or interest thereto or therein against any and all Liens (other than
Permitted Liens), however arising, of all Persons whomsoever;


 


(e)
except for restrictions and limitations imposed by the Credit Documents or securities laws generally and except as described in
the Perfection Information (as updated, supplemented or amended from time to time in accordance with the terms hereof), (i) the Pledged
Equity is and will continue to be freely transferable and assignable and (ii) other than any consent or approval that has been obtained
prior to the date hereof, none of the Pledged Equity is or will be subject to any option, right of first refusal, shareholders agreement,
charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner
material and adverse to the Secured Parties the pledge of such Pledged Equity hereunder, the sale or disposition thereof pursuant hereto
or the exercise by the Collateral Agent of rights and remedies hereunder;


 


(f)
each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby
done or contemplated;


 






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(g)
no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary for the validity
of the pledge effected hereby (other than such as have been obtained and are in full force and effect);


 


(h)
the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of
the Collateral Agent in the Pledged Collateral as set forth herein.


 


Section 2.04
Certification of Equity Interests; Modification of Organizational Documents. Each certificate representing an interest in
any Equity Interests controlled by any Grantor and pledged under Section 2.01 shall be delivered to the Collateral Agent. Subject
to Section 2.02, each Grantor agrees that it will not, and will cause each of its Subsidiaries not, to amend its Organizational Documents
such that any Pledged Collateral would be treated as a “security” for purposes of the New York UCC or its equivalent in other
jurisdictions as a result of such amendment.


 


Section 2.05
Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing and the Collateral Agent
shall have given the Borrower written notice of its intent to exercise such rights, (a) the Collateral Agent, on behalf of the Secured
Parties, shall have the right to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent)
or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent, and each Grantor will promptly
give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered
in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities
for certificates of smaller or larger denominations for any purpose consistent with this Agreement and the other Credit Documents and
the terms and conditions of the applicable Pledged Securities. Promptly upon the cure or waiver of any such Event of Default, upon the
request and at the expense of the applicable Grantor, the Collateral Agent shall transfer to or register in the name of, as applicable,
each Grantor which originally made the grant hereunder, any such Pledged Securities transferred to or registered in the name of the Collateral
Agent pursuant to this Section 2.05 and not otherwise sold or disposed of by the Collateral Agent in accordance with the Credit
Documents.


 


Section 2.06
Voting Rights; Dividends and Interest.


 


(a)
Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Borrower
in writing that the rights of the Grantors under this Section 2.06 are being suspended:


 


(i)
Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of
Pledged Equity or any part thereof for any purpose not prohibited by the terms of this Agreement, the Credit Agreement and the other Credit
Documents; provided, that, such rights and powers shall not be exercised in any manner that would materially and adversely
affect the rights inuring to a holder of any Pledged Equity or the rights and remedies of any of the Collateral Agent or the other Secured
Parties under this Agreement, the Credit Agreement or any other Credit Document, or the ability of the Secured Parties to exercise the
same.


 


(ii)
The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such
proxies, powers of attorney and other instruments as each Grantor may request for the purpose of enabling such Grantor to exercise the
voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.


 


(b)
Except after the occurrence and during the continuance of any Event of Default, each Grantor shall be entitled to receive and retain
any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Equity to the extent
and only to the extent that such dividends, interest, principal and other distributions are not prohibited by, and otherwise paid or distributed
in accordance with, the terms and conditions of the Credit Agreement, the other Credit Documents and applicable Laws; provided,
that, any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether
resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities
or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral,
and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate
and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be promptly delivered
to the Collateral Agent in the same form as so received (with any necessary endorsement requested by the Collateral Agent).


 






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(c)
Upon the occurrence and during the continuance of any Event of Default, as set forth in paragraph (b) of this Section 2.06,
then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant
to paragraph (b) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which
shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions.
All dividends, interest, principal or other distributions received by any Grantor, contrary to the provisions of this Section 2.06
shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall
be promptly delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement requested by
the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions
of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of
such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default
have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal
or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (b) of this Section
2.06 and that remain in such account.


 


(d)
Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent shall have provided one (1) Business
Day’s prior written notice to the Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section
2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to
paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06,
shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right
and authority to exercise such voting and consensual rights and powers; provided, that, unless otherwise directed by the
Requisite Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default
to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive
right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to
the terms of paragraph (a)(i) of this Section 2.06 and the Collateral Agent shall have all the obligations it would otherwise have
under paragraph (a)(ii) of this Section 2.06.


 


(e)
Any notice given by the Collateral Agent to the Grantors suspending the rights of the Grantors under paragraph (a) of this Section
2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and
(iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (b) of this Section 2.06 in part without suspending
all such rights (as specified by the Collateral Agent) and without waiving or otherwise affecting the Collateral Agent’s rights
to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.


 






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Article
III

SECURITY INTERESTS IN PERSONAL PROPERTY


 


Section 3.01
Security Interest.


 


(a)
As security for the payment or performance, as the case may be, in full of the Secured Obligations, whether at stated maturity,
by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for
the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)),
each Grantor hereby collaterally assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured
Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest
(the “Security Interest”) in all right, title and interest in, to and under any and all of the following assets and
properties, and all other property or interests therein covered by any of the Orders, now owned or at any time hereafter acquired by such
Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article
9 Collateral”):


 


(i)
all Accounts (including, with limitation, all Receivables and Receivables Records);


 


(ii)
all cash, Deposit Accounts and Securities Accounts;


 


(iii)
all Chattel Paper;


 


(iv)
all Documents;


 


(v)
all Equipment;


 


(vi)
all General Intangibles;


 


(vii)
all Goods;


 


(viii)
all Instruments;


 


(ix)
all Inventory;


 


(x)
all Investment Property;


 


(xi)
all Commercial Tort Claims;


 


(xii)
all Letter-of-credit rights;


 


(xiii)
property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit
to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such
Grantor may have any right or power, including but not limited to cash;


 






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(xiv)
all books and records pertaining to the Article 9 Collateral;


 


(xv)
to the extent not otherwise included, all proceeds and products of any and all of the foregoing and all supporting obligations,
collateral security and guarantees given by any Person with respect to any of the foregoing (including Avoidance Action Proceeds);


 


provided, that, notwithstanding
anything to the contrary in this Agreement, the Article 9 Collateral shall not include any Excluded Assets.


 


(b)
Each Grantor authorizes the Collateral Agent (and its counsel and agents) to file or record, at any time and from time to time,
financing statements and other filing or recording documents or instruments, and any amendments, continuations or terminations thereof,
with respect to the Collateral, without notice to any Grantor and without the signature of such Grantor (unless such signature is required
by applicable Law), in such form and in such offices as the Collateral Agent determines necessary or appropriate to perfect or protect,
or continue to perfect or protect, the security interests of the Collateral Agent created under the Credit Documents. Each Grantor authorizes
the Collateral Agent to use the collateral description “all personal property”, “all assets”, “all assets
of the debtor, whether now owned or existing or at any time hereafter acquired or arising and wheresoever located, and all proceeds and
products thereof” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Collateral
Agent’s discretion, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of
the Uniform Commercial Code, in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Collateral
Agent (and its counsel and agents) of any financing statement with respect to the Collateral made prior to the date hereof.


 


(c)
The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or
in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.


 


(d)
The grant of a security interest in the Article 9 Collateral by each Grantor under this Agreement secures the payment of all Secured
Obligations of such Grantor now or hereafter existing under, or in respect of, the Credit Documents, whether direct or indirect, absolute
or contingent, and whether for principal, reimbursement, obligations, interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Agreement secures the payment of
all amounts that constitute part of the Secured Obligations and that would be owed by such Grantor to any Secured Party under the Credit
Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving a Grantor.


 






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Section 3.02
Representations and Warranties. Each Grantor jointly and severally represents and warrants to the Collateral Agent and the
other Secured Parties that, as of the date hereof:


 


(a)
Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant
a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article
9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without
the consent or approval of any other Person other than any consent or approval that has been obtained and is in full force and effect.


 


(b)
[Reserved].


 


(c)
The Perfection Information has been duly prepared, completed and executed and the information set forth therein, including the
exact legal name of each Grantor, is correct and complete as of the Closing Date. Upon and subject to the terms and entry of the Interim
Order (or the Final Order, as applicable), the security interest created hereunder constitutes a legal, valid and perfected security interest
in all the Collateral (to the extent set forth in the Interim Order (or the Final Order, as applicable)). Upon and subject to the entry
of the Interim Order, and to the extent provided therein, the Security Interest is and shall be prior to any other Lien on any of the
Collateral, subject only to the express terms of the Interim Order (and, when entered, the Final Order) and Liens of the type described
in Section 6.2(e), (f) and (j) of the Credit Agreement.


 


(d)
The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Permitted Liens. None of the Grantors
has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code (including
the New York UCC) in any applicable jurisdiction or any other applicable laws covering any Article 9 Collateral or (ii) any assignment
in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral
with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement
or similar instrument is still in effect, except, in each case, for Permitted Liens.


 


(e)
On the date hereof, except to the extent set forth on Schedule III hereto, no Grantor has rights in any Commercial Tort
Claim with a value in excess of $250,000.


 


(f)
On the date hereof, Schedule IV hereto is a true and complete list of all Deposit Accounts and Securities Accounts maintained
by each Grantor, including the name of each institution where each such account is held, the name of each such account, the name of each
entity that holds each account.


 






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Section 3.03
Covenants.


 


(a)
[Reserved].


 


(b)
Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to (i) defend title to the Article
9 Collateral against all Persons and (ii) defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority
thereof against any Lien.


 


(c)
As of the Closing Date, the Borrower shall deliver to the Collateral Agent the information required pursuant to the Perfection
Information and the other Schedules attached hereto.


 


(d)
The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to (or to cause the applicable
Grantor to) execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions
as shall be necessary to perfect, and maintain the perfection of, the Security Interest and the rights and remedies created hereby, including
the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security
Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith.
If any amounts payable under or in connection with any of the Article 9 Collateral is owed by the Borrower and/or any of its Subsidiaries
or is owed by any other Person and is or shall be or become evidenced by any promissory note or other Instrument, such note or Instrument,
Borrower shall promptly notify the Collateral Agent and upon request of the Collateral Agent, shall be promptly pledged and delivered
to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner satisfactory to the Collateral Agent.


 


(e)
At its option, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may discharge past due
taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral
and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the
Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within ten (10) Business
Days of demand for any such payment made or any reasonable and documented expense incurred by the Collateral Agent pursuant to the foregoing
authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation
on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes,
assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit
Documents.


 


(f)
If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person that constitutes
Article 9 Collateral to secure payment and performance of an Account, Borrower shall promptly notify the Collateral Agent and upon request
of the Collateral Agent, such Grantor shall promptly collaterally assign such security interest to the Collateral Agent for the benefit
of the Secured Parties. Such collateral assignment need not be filed of public record unless necessary to continue the perfected status
of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.


 






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(g)
Except as the Collateral Agent may otherwise permit in writing, if any Grantor shall obtain an interest in any Commercial Tort
Claim in excess of $250,000, such Grantor shall forthwith sign and deliver documentation acceptable to the Collateral Agent granting a
security interest under the terms and provisions of this Agreement in and to such Commercial Tort Claim.


 


(h)
Each Grantor:


 


(i)
shall establish and maintain, at its expense, Deposit Accounts and cash management services of a type and on terms, and with the
banks, set forth on Schedule IV hereto and, subject to clause (h)(iii) below, such other banks as such Grantor may hereafter select
(such other banks, together with the banks set forth on Schedule IV hereto, collectively, the “Cash Management Banks”
and each individually, a “Cash Management Bank”). Subject to Section 5.15 of the Credit Agreement, each Grantor shall
deliver, or cause to be delivered, to the Collateral Agent a Control Agreement (which shall be “springing” in nature, other
than with respect to the Delayed Draw Premium Reserve Account) with respect to each of its Deposit Accounts (other than (x) any Deposit
Account that is a zero balance account or any Deposit Account that is used solely as a dedicated payroll, withholding tax, or tax trust
or fiduciary account or (y) the deposit accounts owned by the Grantors that are not debtors under the Cases as such deposit accounts are
identified as of the Closing Date on Schedule IV, so long as such deposit accounts that are not subject to a Control Agreement pursuant
to this clause (y) have an aggregate balance of less than $100,000) duly authorized, executed and delivered by each Cash Management Bank
where a Deposit Account is maintained, the applicable Grantor and the Collateral Agent.


 


(ii)
shall direct all Account Debtors or other obligors in respect of any amounts payable to Grantors to make payment of all such amounts
into a Deposit Account that is subject to a Control Agreement, and otherwise take all actions to cause such payments to be made to a Deposit
Account that is subject to a Control Agreement.


 


(iii)
subject to Section 5.15 of the Credit Agreement, shall obtain (or, in the case of an issuer of uncertificated securities (as defined
in Article 8 of the New York UCC) who is not a Grantor or a Subsidiary of a Grantor, shall use commercially reasonable efforts to obtain)
an authenticated Control Agreement from each issuer of uncertificated securities (as defined in Article 8 of the New York UCC), securities
intermediary, or commodity intermediary issuing or holding any financial assets or commodities to or for any Grantor, or maintaining a
Securities Account or Commodity Account for such Grantor and with respect to any other investment property and no Grantor will make, acquire,
or permit to exist Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts, Commodity Accounts or Securities
Accounts unless the Collateral Agent has received a Control Agreement duly authorized, executed and delivered by the applicable bank,
commodity intermediary or securities intermediary where such cash, Cash Equivalents, Deposit Account or Securities Account are maintained
with respect thereto. For the avoidance of doubt, the Collateral Agent shall not be obligated to enter into any Control Agreement that
requires the Collateral Agent to indemnify any other party thereto from the individual or company assets of the entity acting as Collateral
Agent.


 






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(i)
Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty)
to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument
relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally
agrees to indemnify and hold harmless the Collateral Agent and the other Secured Parties from and against any and all liability for such
performance.


 


(j)
Upon the occurrence and during an Event of Default and after delivery of notice from the Collateral Agent that it is exercising
its rights under this clause (j), without the prior written consent of the Collateral Agent, such Grantor will not (i) grant any extension
of the time of payment of any Receivable required to be included in Collateral, (ii) compromise or settle any Receivable required to be
included in Collateral for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of
any Receivable required to be included in Collateral, (iv) allow any credit or discount whatsoever on any Receivable required to be included
in Collateral or (v) amend, supplement or modify any Receivable required to be included in Collateral in any manner that could adversely
affect the value thereof except, in each case, in the ordinary course of business and consistent with past practice. Except as the Collateral
Agent may otherwise permit in writing, if such Grantor shall enter into any contract or other transaction with an Applicable Governmental
Authority (as defined below) which will result in an Applicable Governmental Authority becoming an obligor on any Receivable required
to be included in Collateral such Grantor shall (i) promptly thereafter notify the Collateral Agent thereof, (ii) provide to the Collateral
Agent all such documents and instruments, and take all such actions, as shall be requested by the Collateral Agent to enable the Collateral
Agent to comply with the requirements of the Federal Assignment of Claims Act of 1940 or any other applicable requirement of Law to perfect
its security interest in such Receivables and obtain the benefits of such act or law with respect thereto and (iii) otherwise comply with
its obligations under Section 3.03(d) above with respect thereto. As used in this paragraph, the term “Applicable Governmental
Authority” shall mean any Governmental Authority the requirements of Law applicable to which provide that, for a creditor of
a Person to which such Governmental Authority has an obligation to pay money, whether pursuant to a Receivable, a General Intangible or
otherwise, to perfect such creditor’s Lien on such obligation and/or to obtain the full benefits of such Lien and such requirements
of Law, certain notice, filing, recording or other similar actions other than the filing of a financing statement under the Uniform Commercial
Code must be given, executed, filed, recorded, delivered or completed, including, without limitation, any federal Governmental Authority
to which the Federal Assignment of Claims Act of 1940 is applicable.


 


(k)
Each Grantor acknowledges and agrees (or, if the issuer of such Pledged Partnership Interest or Pledged LLC Interests is not a
Grantor or a Subsidiary of a Grantor, shall use commercially reasonable efforts to ensure) that to the extent that any Pledged Partnership
Interest or Pledged LLC Interest now or in the future owned by such Grantor and pledged hereunder is, pursuant to the applicable limited
liability company agreement, partnership agreement or other similar agreement, a “security” within the meaning of Article
8 of the New York UCC and is governed by Article 8 of the New York UCC, such interest shall be certificated and each such interest shall
at all times hereafter continue to be such a security and represented by such certificate and promptly delivered to the Collateral Agent.
Each Grantor further acknowledges and agrees (or, if the issuer of such Pledged Partnership Interest or Pledged LLC Interests is not a
Grantor or a Subsidiary of a Grantor, shall use commercially reasonable efforts to ensure) that with respect to any Pledged Partnership
Interest or Pledged LLC Interest now or in the future owned by such Grantor and pledged hereunder that is not, pursuant to the terms of
the applicable limited liability company agreement, partnership agreement or other similar agreement, a “security” within
the meaning of Article 8 of the New York UCC, such Grantor shall at no time amend the applicable limited liability company agreement,
partnership agreement or other similar agreement to expressly provide that such interest is a “security” within the meaning
of Article 8 of the New York UCC or elect to treat any such interest as a “security” within the meaning of Article 8 of the
New York UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the
Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral
Agent pursuant to the terms hereof.


 






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Section 3.04
Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the Collateral
Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following
actions with respect to the following Article 9 Collateral:


 


(a)
Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral from the Borrower
and/or any of its Subsidiaries or from any other Person, such Grantor shall promptly endorse, collaterally assign and deliver the same
to the Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed
in blank as the Collateral Agent may from time to time request.


 


(b)
Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time acquire
any certificated securities constituting Collateral, such Grantor shall promptly endorse, collaterally assign and deliver the same to
the Collateral Agent for the benefit of the Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed
in blank as the Collateral Agent may from time to time request.


 


Article
IV

REMEDIES


 


Section 4.01
Remedies Upon Default.


 


(a)
Subject to Article VIII of the Credit Agreement, upon the occurrence and during the continuance of an Event of Default, it is agreed
that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Secured
Obligations under the Uniform Commercial Code (including the New York UCC) in any applicable jurisdiction or other applicable law and
also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent promptly,
assemble all or part of the Collateral and make it available to the Collateral Agent at a place and time to be designated by the Collateral
Agent that is convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the
Grantors where the Collateral or any part thereof is assembled or located for a period in order to effectuate its rights and remedies
hereunder or under law, without obligation to such Grantor in respect of such occupation; provided, that, the Collateral
Agent shall provide the applicable Grantor with written notice thereof prior to such occupancy; (iii) exercise any and all rights and
remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided,
that, the Collateral Agent shall provide the applicable Grantor with written notice thereof prior to such exercise; and (iv) subject
to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part
of the Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any securities exchange,
for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized
at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will
represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution
or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely,
free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of
redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing
or hereafter enacted.


 






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(b)
The Collateral Agent shall give the applicable Grantors ten (10) days written notice (which each Grantor agrees is reasonable notice
within the meaning of Section 9611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention
to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case
of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and
the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall
be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in
the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety
or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any sale of any Collateral
if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral
Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall
not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale
made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption,
stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted
by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable
to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms
of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written
agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to
carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof
subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default
shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred
upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral
or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding
by a court appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.


 







Section 4.02
Application of Proceeds.


 


(a)
The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash,
in accordance with Section 8.1 of the Credit Agreement.


 


(b)
The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance
with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or
under a judicial proceeding), the receipt of the purchase money therefor by the Collateral Agent or of the officer making the sale shall
be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated
to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any
way for the misapplication thereof.


 


(c)
In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon
information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with
respect to the Secured Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in
reliance on such information; provided, that, nothing in this sentence shall prevent any Grantor from contesting any amounts
claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section
4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent
shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.


 






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Section 4.03
Certain Matters Relating to Receivables.


 


(a)
The Collateral Agent shall have the right, if an Event of Default has occurred and is continuing, at any time to make test verifications
of the Receivables in any manner and through any medium that it considers advisable, and each Grantor shall furnish all such assistance
and information as the Collateral Agent may require in connection with such test verifications.


 


(b)
The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables required to be included in Collateral;
provided, that, the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during
the continuance of an Event of Default. If required by the Collateral Agent at any time after the occurrence and during the continuance
of an Event of Default, to the fullest extent permitted by applicable law, any payments of such Receivables, when collected by any Grantor,
(i) shall be forthwith (and, in any event, within ten (10) Business Days) deposited by such Grantor in the exact form received, duly indorsed
by such Grantor to the Collateral Agent if required, in an account maintained under the sole dominion and control of the Collateral Agent,
subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 4.02 and (ii)
until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the Secured Parties, segregated from other funds
of such Grantor. Each such deposit of Proceeds of Receivables required to be included in Collateral shall be accompanied by a report identifying
in detail the nature and source of the payments included in the deposit.


 


(c)
At the Collateral Agent’s request at any time after the occurrence and during the continuance of an Event of Default, each
Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions
which gave rise to the Receivables required to be included in Collateral, including, without limitation, all original orders, invoices
and shipping receipts.


 


(d)
The Collateral Agent in its own name or in the name of others may at any time when an Event of Default has occurred and is continuing,
communicate with obligors under the Receivables required to be included in Collateral to verify with them to the Collateral Agent’s
satisfaction the existence, amount and terms of any such Receivables.


 


(e)
Upon the request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, to
the fullest extent permitted by applicable law, each Grantor shall notify obligors on the Receivables required to be included in Collateral
that such Receivables have been assigned to the Collateral Agent for the ratable benefit of the Secured Parties and that payments in respect
thereof shall be made directly to the Collateral Agent.


 


(f)
Notwithstanding anything herein to the contrary, each Grantor shall remain liable under each of the Receivables required to be
included in Collateral to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in
accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any Secured Party shall have any obligation
or liability under any such Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt
by the Collateral Agent or any Secured Party of any payment relating thereto, nor shall the Collateral Agent or any Secured Party be obligated
in any manner to perform any of the obligations of any Grantor under or pursuant to any such Receivable (or any agreement giving rise
thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency
of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect
the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.


 






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Article
V

SUBROGATION AND SUBORDINATION


 


Section 5.01
Contribution and Subrogation. Each Grantor (a “Contributing Party”) agrees (subject to Section 5.02)
that, in the event assets of any other Grantor (the “Claiming Party”) shall be sold pursuant to any Credit Document
to satisfy any Obligation owed to any Secured Party, the Contributing Party shall indemnify the Claiming Party in an amount equal to the
greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall
be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing
Parties together with the net worth of the Claiming Party on the date hereof. Any Contributing Party making any payment to a Claiming
Party pursuant to this Section 5.01 shall be subrogated to the rights of such Claiming Party to the extent of such payment.


 


Section 5.02
Subordination.


 


(a)
Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Section 5.01 and all other
rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the payment in full
in cash of the Secured Obligations (other than contingent obligations for which no claim or other demand has been made). No failure on
the part of any Grantor to make the payments required by Section 5.01 (or any other payments required under applicable law or otherwise)
shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor
shall remain liable for the full amount of the obligations of such Grantor hereunder.


 


(b)
Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after written notice
from the Collateral Agent, all Indebtedness owed to it by any Subsidiary shall be fully subordinated to the payment in full in cash of
the Secured Obligations (other than contingent obligations for which no claim or other demand has been made).


 


(c)
Each Grantor hereby agrees that it will not exercise any rights of subrogation, reimbursement or otherwise, which it may acquire
by reason of any payment made hereunder until the termination of this Agreement in accordance with Section 6.13. Any amount paid
to any Grantor on account of any payment made hereunder shall be held in trust for the benefit of the Collateral Agent and the other Secured
Parties and shall immediately be paid to the Collateral Agent, to be distributed to the Administrative Agent for application against the
Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement. In furtherance of the foregoing,
prior to termination of this Agreement, each Grantor shall refrain from taking any action or commencing any proceeding against the Borrower
or any other Grantor (or any of their respective successors or assigns, whether in connection with an insolvency or liquidation proceeding
or otherwise) to recover any amounts in respect of payments made under this Agreement to the Collateral Agent or any other Secured Party.


 






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Article
VI

MISCELLANEOUS


 


Section 6.01
Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and
given as provided in Section 10.1 of the Credit Agreement. All communications and notices hereunder to any Grantor shall be given to it
in care of the Borrower as provided in Section 10.1 of the Credit Agreement. The Collateral Agent agrees to accept and act upon instructions
or directions pursuant to this Agreement sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods,
provided, however, that the Collateral Agent shall have received an incumbency certificate listing persons designated to
give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate
shall be amended and replaced whenever a person is to be added or deleted from the listing. If any Grantor elects to give the Collateral
Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Collateral Agent in its discretion elects
to act upon such instructions, the Collateral Agent’s understanding of such instructions shall be deemed controlling. The Collateral
Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Collateral Agent’s reliance
upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction.
The Grantors agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the
Collateral Agent, including, without limitation, the risk of the Collateral Agent acting on unauthorized instructions and the risk of
interception and misuse by third parties. Unless the Collateral Agent otherwise prescribes, (A) notices and other communications sent
to an e-mail address shall be deemed received upon the recipient manually (and expressly excluding any electronically read feature) confirming
such receipt to the sender thereof, and (B) notices or communications posted to an Internet or intranet website shall be deemed received
upon the receipt by the intended recipient at its e-mail address as described in the foregoing clause (A) of notification that such notice
or communication is available and identifying the website address therefor; provided that, for both clauses (A) and (B), if such notice,
e-mail or other communication is not sent during the normal business hours of the recipient, such notice, e-mail or communication shall
be deemed to have been sent at the opening of business on the next business day for the recipient.


 


Section 6.02
Waivers; Amendment.


 


(a)
No failure or delay by the Collateral Agent or any other Secured Party in exercising any right or power hereunder or under any
other Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Collateral Agent and the other Secured Parties hereunder and under the other Credit Documents
are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement
or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b)
of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for
which given. No notice or demand on any Grantor in any case shall entitle any Grantor to any other or further notice or demand in similar
or other circumstances.


 


(b)
Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements
in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification
is to apply, subject to any consent required in accordance with Section 10.5 of the Credit Agreement.


 






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Section 6.03
Collateral Agent’s Fees and Expenses; Indemnification.


 


(a)
Subject to Section 10.3 of the Credit Agreement, the parties hereto agree that the Collateral Agent shall be entitled to reimbursement
of any and all of its reasonable and documented out-of-pocket expenses incurred in connection with the enforcement of any rights or remedies
under this Agreement or any other Credit Document.


 


(b)
The parties hereto agree that the Collateral Agent is entitled to all rights, privileges, protections, immunities, indemnities
and benefits provided to it under the Credit Agreement and each Grantor hereby waives all liabilities against the Collateral Agent except
to the extent set forth in Section 9 of the Credit Agreement.


 


(c)
Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Credit Documents.
The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement
or any other Credit Document, the repayment in full of the Secured Obligations or the invalidity or unenforceability of any term or provision
of this Agreement or any other Credit Document. All amounts due under this Section 6.03 shall be payable within ten (10) Business
Days of written demand therefor.


 


Section 6.04
Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed
to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor
or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors
and assigns.


 


Section 6.05
Survival of Agreement. All covenants, agreements, representations and warranties made by the Grantors in the Credit Documents
and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Credit
Document shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of the Credit
Documents, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding that the Collateral Agent or
any other Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time under any
Credit Document, and shall continue in full force and effect as long as the principal of or any accrued interest on any loans or any fee
or any other amount payable under any Credit Document is outstanding and unpaid.


 


Section 6.06
Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a
single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic communication
shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any
Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart
hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral
Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and
the other Secured Parties and their respective permitted successors and assigns, except that no Grantor shall have the right to assign
or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall
be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement
with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval
of any other Grantor and without affecting the obligations of any other Grantor hereunder.


 






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Section 6.07
Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


Section 6.08
[Reserved].


 


Section 6.09
Governing Law; Jurisdiction.


 


(a)
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN) AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.


 


(b)
EXCEPT FOR MATTERS WITHIN THE EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT, ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS
AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS
AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH GRANTOR AND THE COLLATERAL AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EXCEPT FOR MATTERS WITHIN THE EXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT, EACH GRANTOR AND THE COLLATERAL
AGENT IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER
DOCUMENT RELATED HERETO.


 






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Section 6.10
WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION 6.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.


 


Section 6.11
Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


Section 6.12
Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security
interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a)
any lack of validity or enforceability of the Credit Agreement, any other Credit Document, any agreement with respect to any of the Secured
Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment
of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure
from the Credit Agreement, any other Credit Document or any other agreement or instrument, (c) any exchange, release or non-perfection
of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to,
or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.


 


Section 6.13
[Reserved].


 


Section 6.14
[Reserved].


 






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Section 6.15
Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such
Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral
Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default,
which appointment is irrevocable (until the termination of the Credit Agreement) and coupled with an interest. Without limiting the generality
of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and
prior written notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either
in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes,
acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand,
collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of
any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor;
(e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to
collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise,
compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any
Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; (h) to obtain or maintain the policies of insurance
required by the Credit Agreement or to pay any premium in whole or in part relating thereto and (i) to use, sell, assign, transfer, pledge,
make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary
to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral
for all purposes; provided, that, nothing herein contained shall be construed as requiring or obligating the Collateral
Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or
to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or
to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable
only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers,
directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross
negligence or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact,
in each case, as determined by a final, non-appealable decision of a court of competent jurisdiction. All sums disbursed by the Collateral
Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and other charges relating thereto, shall
be payable, within ten (10) Business Days of demand by the Grantors to the Collateral Agent and shall be additional Secured Obligations
secured hereby.


 


Section 6.16
General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Credit Documents,
each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral
Agent as its agent hereunder and under such other Credit Documents, (b) to confirm that the Collateral Agent shall have the authority
to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Credit Documents
against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder
or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take
any action to enforce any provisions of this Agreement or any other Credit Document against any Grantor, to exercise any remedy hereunder
or thereunder or to give any consents or approvals hereunder or thereunder, except as expressly provided in this Agreement or any other
Credit Document and (d) to agree to be bound by the terms of this Agreement and all other Credit Documents.


 


Section 6.17
Orders. With respect to any Grantor, this Agreement is subject in all respects (including with respect to all obligations
and agreements of the Grantors provided for hereunder) to the terms of the Interim Order (and, when applicable, the Final Order) and if
any provision in this Agreement or any other Credit Document expressly conflicts with any provision in the Interim Order or Final Order,
the provisions in the applicable Order shall govern and control. For the avoidance of doubt, upon the entry of the Order, all Liens created
by this Agreement in favor of the Collateral Agent shall be perfected as set forth in such Order, notwithstanding any failure to make
(or the terms of) any filings in any jurisdiction.


 


[Remainder of Page Intentionally Blank]


 




    25


     


    

 


IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement as of the day and year first written above.


 










	 	GWG
               HOLDINGS, INC., 
	 	as a Grantor 
	 	 
		By:	                 
		Name:	
		Title:	



 


 


	 	GWG
               Life, LLC,
	 	as a Grantor
	 	 
		By:	          
		Name:	
		Title:	



 






		GWG
         Life USA, LLC,
	 	as a Grantor
	 	 
		By:	             
		Name:	
		Title:	



 








	 	GWG
               MCA Capital, inc.,
	 	as a Grantor
	 	 
		By:	            
		Name:	
		Title:	



 


 





	 	GWG
               DLP funding v, LLC,
	 	as a Grantor
		By:	          
		Name:	
		Title:	



 


[Signature Page to
Debtor-in-Possession Security Agreement]


 









    


     


    

 











	 	GWG DLP FUNDING V HOLDINGS, LLC,
	 	as a Grantor
	 	 
		By:	  
		Name:	
		Title:	           



 





[Signature Page to Debtor-in-Possession Security
Agreement]


 






    


     


    




 


	 	NATIONAL
FOUNDERS LP,



	 	as Collateral Agent
	 	 
		By:	     
		Name:	
		Title:	               



 


[Signature Page to Debtor-in-Possession
Security Agreement]