AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT dated as of August 9, 2018 by and among Endologix, Inc., as Borrower, the other Grantors and Guarantors party hereto from time to time and Deerfield Private Design Fund IV, L.P., as agent for itself...

Exhibit 10.4

AMENDED AND RESTATED

GUARANTY AND SECURITY AGREEMENT

dated as of August 9, 2018

by and among

Endologix, Inc.,

as Borrower,

the other Grantors and Guarantors party hereto from time to time

and

Deerfield Private Design Fund IV, L.P.,

as agent for itself and the other Secured Parties

AMENDED AND RESTATED

GUARANTY AND SECURITY AGREEMENT

This AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of August 9, 2018, by and among Endologix, Inc., a Delaware corporation (“Borrower”), CVD/RMS Acquisition Corp., a Delaware corporation (“CVD”), Nellix, Inc., a Delaware corporation (“Nellix”), TriVascular Technologies, Inc., a Delaware corporation (“TriVascular Technologies”), TriVascular, Inc., a California corporation (“TriVascular California”), Endologix Canada, LLC, a Delaware limited liability company (f/k/a TriVascular Canada, LLC) (“Endologix Canada”), TriVascular Sales LLC, a Texas limited liability company (“Sales”), RMS/Endologix Sideways Merger Corp., a Delaware corporation (“Sideways”), each other Person who becomes a party hereto pursuant to Section 8.15 (together with the Borrower, CVD, Nellix, TriVascular Technologies, TriVascular California, Endologix Canada, Sales and Sideways, the “Grantors” and each, a “Grantor”), each other Person signatory hereto as a “Guarantor” (as defined below) and Deerfield Private Design Fund IV, L.P., as Agent.

RECITALS

A. Borrower, CVD, Nellix, TriVascular Technologies, TriVascular California and Sales previously entered into a certain Guaranty and Security Agreement dated April 3, 2017 (as amended, restated, supplemented and otherwise modified from time to time prior to the effectiveness of the Facility Agreement (defined below) (including by that certain Joinder to Guaranty and Security Agreement, Facility Agreement and Intercreditor Agreement, dated as of May 18, 2017, by and among Sales, Sideways and Agent (the “Joinder”)), the “Existing Guaranty and Security Agreement”). Pursuant to the Existing Guaranty and Security Agreement and the Joinder, Borrower, the other Grantors and the other Guarantors, among other things, previously (i) agreed to jointly and severally guaranty the Guaranteed Obligations (as defined therein) and (ii) pledged and granted unto Agent, for the benefit of the Secured Parties, security interests and liens in the collateral described therein, in order to secure the Secured Obligations (as defined therein).

B. The Existing Guaranty and Security Agreement and the Joinder were entered into in connection with the Prior Facility Agreement (as defined in the Facility Agreement). The Prior Facility Agreement, among other things and in addition to the other Loan Documents (as defined in the Prior Facility Agreement, such documents are referred to herein as the “Existing Loan Documents”), prior to the time of the effectiveness of the Facility Agreement, evidences and governs certain Loans and Obligations (as both such terms are defined in the Prior Facility Agreement).

C. Borrower, the other Loan Parties, the Agent and the Lenders have agreed to certain amendments, restatements, amendments and restatements, supplements and other modifications to the terms of the Existing Loan Documents, and in connection therewith such Persons have amended and restated the Prior Facility Agreement in its entirety pursuant to the terms of the Facility Agreement.

D. Each Grantor will (a) derive substantial direct and indirect benefits from (i) the making of the extensions of credit under the Facility Agreement, (ii) the Agent and the Lenders permitting the Grantors party thereto to enter into the ABL Credit Facility and ABL Debt Documents on the terms and conditions set forth in the Facility Agreement and other Loan Documents and (iii) the amendments, restatements, amendments and restatements, supplements and modifications to the Existing Loan Documents and (b) continue to derive substantial direct and indirect benefits from any prior making of extensions of credit under the Prior Facility Agreement (which continue as Loans and Obligations under the Facility Agreement and the other Loan Documents).

E. As a further condition to the Agent and the Lenders agreeing to the amendments, restatements, amendments and restatements, supplements and modifications to the Existing Loan Documents, and continuing to extend the Loans and other Obligations under the Existing Loan Documents, as amended, restated, amended and restated, supplemented and otherwise modified pursuant to the Loan Documents, the Agent and Lenders are requiring that the parties hereto enter into this Agreement, and thereby amend and restate the Existing Guaranty and Security Agreement in its entirety as set forth herein.

F. In consideration of the premises and to induce the Lenders and Agent to enter into the Facility Agreement and the Loan Documents (including the amendment, restatements, amendments and restatements, supplements and modifications to the Existing Loan Documents) and to permit the Grantors party thereto to enter into the ABL Credit Facility and ABL Debt Documents on the terms and conditions set forth in the Facility Agreement and other Loan Documents and to induce the Lenders to continue to allow their respective extensions of credit and Loans to Borrower under the Facility Agreement to remain outstanding and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby amend and restate the Existing Guaranty and Security Agreement in its entirety as set forth herein, and hereby covenant and agree, as follows:

SECTION 1 DEFINITIONS.

1.1 Unless otherwise defined herein, terms defined in the Facility Agreement and used herein shall have the meanings given to them in the Facility Agreement, and the following terms are used herein as defined in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “accounts”, “certificated security”, “chattel paper”, “commercial tort claims”, “commodity contract”, “deposit accounts”, “documents”, “electronic chattel paper”, “equipment”, “farm products”, “fixture”, “general intangibles”, “goods”, “health care insurance receivables”, “instruments”, “inventory”, “leases”, “letter-of-credit rights”, “money”, “payment intangibles”, “product”, “record”, “securities account”, “security”, “supporting obligations”, and “tangible chattel paper”. It is hereby agreed that the term “instrument” shall not include checks received in the ordinary course of business.

1.2 Whenever used in this Agreement, the Exhibits or the Schedules attached hereto, unless the context otherwise requires, the following terms have the following meanings:

“Agreement” has the meaning set forth in the preamble of this Agreement.

“Collateral” means all of Grantors’ assets, whether now owned or hereafter created, acquired or arising, including without limitation, all of Grantors’ right, title and interest in and to the following:

(a) all goods, accounts (including health care insurance receivables), equipment, inventory, contract rights or rights to payment of money, leases, license agreements and other licenses, franchise agreements, general intangibles, commercial tort claims (including any Identified Claims), documents, instruments (including any promissory notes) (and any distribution of property made on, in respect of or in exchange for such instruments from time to time), chattel paper (whether tangible chattel paper or electronic), cash, Cash Equivalents, deposit accounts, Intellectual Property, Intellectual Property Licenses, securities accounts, fixtures, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities, all other Pledged Collateral and Pledged Investment Property (including any distribution of property made on, in respect of or in exchange for such Pledged Collateral and/or Pledged Investment Property from time to time) and all supporting obligations related to any of the foregoing, and financial assets, wherever located;

(b) all books and records relating to any of the foregoing;

(c) all property of any 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; and

(d) any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, Proceeds and insurance Proceeds of any or all of the foregoing.

Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof. Notwithstanding the foregoing, “Collateral” shall not include Excluded Property; provided, however, that if and when any assets cease to be Excluded Property, the term “Collateral” shall include such assets and a Lien on and security interest in such assets shall be deemed granted therein pursuant to Section 3.1 hereof.

“Copyrights” means any and all rights in any works of authorship, including (A) copyrights and moral rights, (B) copyright registrations and recordings thereof and all applications in connection therewith including those listed on Schedule 8, (C) income, license fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (D) the right to ▇▇▇ for past, present, and future infringements thereof, and (E) all of each Grantor’s rights corresponding thereto throughout the world.

“Facility Agreement” means the Amended and Restated Facility Agreement of even date herewith by and among Borrower, the other Loan Parties party thereto from time to time, Agent and Lenders, as amended, supplemented, restated or otherwise modified from time to time.

“Fraudulent Transfer Laws” has the meaning set forth in Section 2.6 hereof.

“Grantor” has the meaning set forth in the preamble of this Agreement.

“Guaranteed Obligations” means all obligations of each Guarantor under the Loan Documents and all other Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and the Exit Payment).

“Guarantors” means Borrower, CVD, Nellix, TriVascular Technologies, TriVascular, Endologix Canada, Sales, Sideways and any other Person who becomes a party to this Agreement pursuant to Section 8.15.

“Identified Claims” means the commercial tort claims described on Schedule 5, as such schedule shall be supplemented from time to time in accordance with the terms and conditions of this Agreement.

“Intellectual Property License” means, with respect to any Grantor (the “Specified Party”), (A) any licenses or other similar rights provided to the Specified Party in or with respect to Intellectual Property owned or controlled by any other Person, and (B) any licenses or other similar rights provided to any other Person in or with respect to Intellectual Property owned or controlled by the Specified Party, in each case, including (1) any software license agreements, (2) the license agreements listed on Schedule 9, and (3) the right to use any of the licenses or other similar rights described in this definition in connection with the enforcement of any Secured Party’s rights under the Loan Documents.

“Issuers” means the collective reference to each issuer of Pledged Collateral and Pledged Investment Property.

“Paid in Full” and “Payment in Full” each means (a) with respect to Guaranteed Obligations, all Guaranteed Obligations have been repaid in full in cash (other than (i) any unasserted contingent indemnification obligations and (ii) any Obligations under any Warrant and the Registration Rights Agreement that are not due or payable at the time when all such other Guaranteed Obligations are repaid in full in cash) and (b) with respect to Secured Obligations, all Secured Obligations have been repaid in full in cash (other than (i) any unasserted contingent indemnification obligations and (ii) any Obligations under any Warrant and the Registration Rights Agreement that are not due or payable at the time when all such other Secured Obligations are repaid in full in cash); provided that the foregoing shall be subject to any reinstatement pursuant to (and the other provisions set forth in) Section 8.18 hereof.

“Patents” means patents and patent applications, including (A) the patents and patent applications listed on Schedule 10, (B) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (D) the right to ▇▇▇ for past, present, and future infringements thereof, and (E) all of each Grantor’s rights corresponding thereto throughout the world.

“Pledged Collateral” means, collectively, the Pledged Equity and the Pledged Debt Instruments.

“Pledged Debt Instruments” means all right, title and interest of any Grantor in instruments evidencing any Indebtedness owed to such Grantor or other obligations owed to such Grantor, including all Indebtedness described on Schedule 1, issued by the obligors named therein. Pledged Debt Instruments excludes any Excluded Property.

“Pledged Equity” means collectively, all Pledged Interests and Pledged Stock.

“Pledged Interests” shall mean, with respect to each limited liability company, partnership or other organization listed on Schedule 1, (i) the Stock in such limited liability company, partnership or other organization owned by a Grantor and listed on Schedule 1, and the certificates, if any, representing such interests and any interest of such Grantor, as applicable, on the books and records of such limited liability company, partnership or other organization or on the books and records of any securities intermediary pertaining to such interests, (ii) the Stock of any other Person whose Stock is at any time hereafter issued or granted to, or held by any Grantor, and (iii) 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 interests set forth in the preceding clauses (i) and (ii). Pledged Interests excludes any Excluded Property.

“Pledged Investment Property” means the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the UCC and (ii) all “financial assets” as such term is defined in Section 8-102(a)(9) of the UCC, other than any Pledged Equity or Pledged Debt Instruments. Pledged Investment Property excludes any Excluded Property.

“Pledged Stock” shall mean, with respect to each corporation listed on Schedule 1, the Stock of such corporation owned by a Grantor and listed on Schedule 1, and the certificates, if any, representing such shares and any interest of such Grantor, as applicable, in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares and the Stock of any other Person whose Stock is at any time hereafter issued to or granted to or held by any Grantor, 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 shares. Pledged Stock excludes any Excluded Property.

“Proceeds” means all “proceeds” as such term is defined in Section 9-102(a)(64) of the UCC and, in any event, shall include all dividends or other income from the Pledged Investment Property, collections thereon or distributions or payments with respect thereto.

“Receivable” means any 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 (including any accounts).

“Secured Obligations” means the Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and the Exit Payment).

“Trademarks” means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service ▇▇▇▇ applications, including (A) the trade names, registered trademarks, trademark applications, registered service marks and service ▇▇▇▇ applications listed on Schedule 11, (B) all renewals thereof, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (D) the right to ▇▇▇ for past, present and future infringements and dilutions thereof, (E) the goodwill of each Grantor’s business symbolized by the foregoing or connected therewith, and (F) all of each Grantor’s rights corresponding thereto throughout the world.

“Transferred Guarantor” has the meaning set forth in Section 8.16(c).

SECTION 2 GUARANTY.

2.1 Guaranty.

(a) To induce Lenders to make the Loans and each other Secured Party to make credit available to or for the benefit of one or more Grantors and for the applicable Secured Parties to enter into the Loan Documents, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, as a primary obligor and not only a surety, guarantees to Agent and the other Secured Parties and their respective successors and permitted assigns, the prompt and complete payment and performance by Borrower and each other Grantor, as applicable, of the Guaranteed Obligations when due (whether at the stated maturity or earlier, by reason of acceleration, any mandatory prepayment required pursuant to the terms of the Financing Agreement or otherwise).

(b) This guaranty includes all present and future Guaranteed Obligations including any under transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guaranteed Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guaranteed Obligations after prior Guaranteed Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this guaranty as to future Guaranteed Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (i) no such revocation shall be effective until written notice thereof has been received by Agent, (ii) no such revocation shall apply to any Guaranteed Obligations in existence on the date of receipt by Agent of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (iii) no such revocation shall apply to any Guaranteed Obligations

made or created after such date to the extent made or created pursuant to a legally binding commitment of any Lender in existence on the date of such revocation, (iv) no payment by any Guarantor, Borrower, or from any other source, prior to the date of Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of such Guarantor hereunder, and (v) any payment by Borrower or from any source other than such Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guaranteed Obligations as to which the revocation is effective and which are not, therefore, Guaranteed hereunder, and to the extent so applied shall not reduce the maximum obligation of such Guarantor hereunder. This guaranty shall be binding upon each Guarantor, its successors and assigns and inure to the benefit of and be enforceable by Agent (for the benefit of the Secured Parties) and its successors, transferees, or assigns.

(c) The guaranty contained in this Section 2 is a guaranty of payment and not of collection and shall remain in full force and effect until all of the Guaranteed Obligations shall have been Paid in Full.

(d) No payment made by Borrower, any of the Guarantors, any other guarantor or any other Person, or received or collected by Agent or the other Secured Parties from Borrower, any of the Guarantors, any other guarantor or any other Person, as applicable, by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the Liability of any Guarantor hereunder which Guarantor shall, notwithstanding any such payment (other than any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations until the Guaranteed Obligations are Paid in Full.

2.2 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of Agent or any other Secured Party against Borrower or any Guarantor or any collateral security or guaranty or right of offset held by Agent or any other Secured Party for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from Borrower or any Guarantor in respect of payments made by such Guarantor hereunder, until all of the Guaranteed Obligations are Paid in Full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been Paid in Full, such amount shall be held by such Guarantor in trust for Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to Agent (for the benefit of the Secured Parties) in the exact form received by such Guarantor (duly indorsed by such Guarantor to Agent), to be applied against the Guaranteed Obligations, whether matured or unmatured, as set forth in Section 6.5 hereof.

2.3 Amendments, etc. with respect to the Guaranteed Obligations.

(a) Each Guarantor shall remain obligated hereunder, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, notwithstanding the fact that: (i) any demand for payment of any of the Guaranteed Obligations made by Agent or the other Secured Parties may be rescinded by Agent or the other Secured Parties and any of the Guaranteed Obligations continued, (ii) the Guaranteed Obligations, or the Liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by Agent or any other Secured Party, or (iii) any of the Facility Agreement or the other Loan Documents or any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as Agent or any other Secured Party may deem advisable from time to time. Agent and the other Secured Parties shall have no obligation

to protect, secure, perfect or insure any Lien at any time held by them as security for the Guaranteed Obligations or for the guaranty contained in this Section 2 or any property subject thereto.

(b) Agent or any other Secured Party may, from time to time, in their reasonable discretion and without notice to or demand upon the Guarantors (or any of them), take any or all of the following actions, without discharging or otherwise affecting the Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and the Exit Payment) of any Guarantor hereunder and without incurring any Liability hereunder: (i) receive, take and hold additional Collateral to secure any of the Guaranteed Obligations or any obligation hereunder, (ii) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the undersigned, with respect to any of the Guaranteed Obligations, (iii) extend or renew any of the Guaranteed Obligations for one or more periods (whether or not longer than the original period), alter or exchange any of the Guaranteed Obligations or otherwise modify, amend, supplement or otherwise change any Guaranteed Obligation or any Loan Document (including accelerating or otherwise changing the time of payment), or release or compromise any obligation of any of the undersigned hereunder or any obligation of any nature of any other obligor with respect to any of the Guaranteed Obligations or otherwise in connection with the Loan Documents, (iv) release any guaranty or right of offset or their security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any personal property securing any of the Guaranteed Obligations or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such personal property, (v) resort to the undersigned (or any of them) for payment of any of the Guaranteed Obligations when due, whether or not Agent or any other Secured Party shall have resorted to any personal property securing any of the Guaranteed Obligations or any obligation hereunder or shall have proceeded against any other of the undersigned or any other obligor primarily or secondarily obligated with respect to any of the Guaranteed Obligations, (vi) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation as set forth in Section 6.5 hereof, (vii) refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation, (viii) sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ix) otherwise deal in any manner with Borrower or any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and/or (x) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

2.4 Waivers. To the extent permitted by Applicable Law, each Guarantor hereby unconditionally and irrevocably waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Agent or any other Secured Party upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2. The Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2, and all dealings between Borrower and any of the Guarantors, on the one hand, and Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. To the extent permitted by Applicable Law, each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on (i) diligence, promptness, presentment, protest, requirements for any demand for payment or performance and protest and notice of protest, requirements for any notice of default, dishonor or nonpayment and all other notices whatsoever to or upon Borrower or any of the Guarantors with respect to the Guaranteed Obligations or any part thereof, (ii) notice of the existence or creation or non-payment of all or any of the Guaranteed Obligations, (iii) all diligence in collection or protection of or realization upon any Guaranteed Obligations or any security for or guaranty of any Guaranteed Obligations, (iv) any presentment, demand, protest or further notice or other formality or

requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable, and (v) any defense arising by reason of a disability or other defense of Borrower or any Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by Payment in Full in cash of the Guaranteed Obligations. Each Guarantor further waives any right such Guarantor may have under any Applicable Law to require any Secured Party to seek recourse first against Borrower or any other Person, or to realize upon any Collateral for any of the Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and the Exit Payment), as a condition precedent to enforcing such Guarantor’s Liability and obligations under this Guaranty.

2.5 Payments. Each Guarantor hereby guaranties that payments hereunder will be paid to Agent and the other Secured Parties without set-off or counterclaim in Dollars in accordance with Section 2.4 of the Facility Agreement.

2.6 Limitation of Guaranty. Any term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Agreement or any other Loan Document, as it relates to such Guarantor, subject to avoidance under Applicable Laws relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Applicable Laws) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Agreement for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.7 hereof and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under this Agreement.

2.7 Contribution. To the extent that any Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (i) the amount of the value actually received by such Guarantor and its Subsidiaries from the Loans and other Obligations and (ii) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by the Borrower and any other Guarantor that is a direct or indirect parent entity of the Borrower) in the same proportion as such Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Guarantors on such date.

2.8 Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether arising in connection with or in respect of any of the following or otherwise, and hereby agrees that its obligations under this Agreement are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Agreement) to the fullest extent not prohibited by Applicable Law:

(a) the invalidity or unenforceability of any obligation of Borrower or any Guarantor under any Loan Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part thereof;

(b) the absence of (i) any attempt to collect any Guaranteed Obligation or any part thereof from Borrower or any Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder;

(c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral;

(d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against Borrower, any Guarantor or any of Borrower’s Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding;

(e) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any Applicable Law; or

(f) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of Borrower, any Guarantor or any Subsidiary of Borrower, in each case other than the Payment in Full in cash of the Guaranteed Obligations.

2.9 Reliance. Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of Borrower, each Guarantor and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof that diligent inquiry would reveal, and each Guarantor hereby agrees that no Secured Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Secured Party shall be under no obligation to (i) undertake any investigation not a part of its regular business routine, (ii) disclose any information that such Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential, or (iii) make any future disclosures of such information or any other information to any Guarantor.

SECTION 3 GRANT OF SECURITY INTEREST.

3.1 Grant. Each Grantor hereby collaterally assigns and grants to Agent, for the benefit of the Secured Parties, a Lien on and security interest in all of its Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. Notwithstanding the foregoing, no Lien or security interest is hereby granted on any Excluded Property. Each Grantor hereby represents and warrants as of (i) the Agreement Date, (ii) the date of each amendment, consent or waiver of this Agreement or the Facility Agreement executed by any Grantor and (iii) solely with respect to any new Grantor that joins this Agreement after the Agreement Date, on the date such new Grantor joins this Agreement, that the Excluded Property, when taken as a whole, is not material to the business operations or financial condition of the Grantors, taken as a whole.

SECTION 4 REPRESENTATIONS AND WARRANTIES.

To induce Agent and Lenders to enter into the Facility Agreement and to induce Lenders to make extensions of credit to Borrower thereunder, each Grantor jointly and severally hereby represents and warrants to Agent and the other Secured Parties that the following are true, correct and complete, in each case to the extent and in the manner set forth herein, on the Agreement Date and as of (i) the Agreement Date, (ii) the date of each amendment, consent or waiver of this Agreement or the Facility Agreement

executed by any Grantor and (iii) solely with respect to any new Grantor that joins this Agreement after the Agreement Date, on the date such new Grantor joins this Agreement:

4.1 Title; No Other Liens. Except for the Lien granted to Agent pursuant to this Agreement and other Permitted Liens, such Grantor owns, or has rights or the power to transfer rights in, each item of the Collateral free and clear of any and all Liens of others. Such Grantor (i) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (ii) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien (other than Permitted Liens). No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except filings evidencing Permitted Liens.

4.2 Perfected Liens. The security interests granted in the Collateral pursuant to this Agreement (i) will constitute valid and continuing perfected security interests in all of the Grantors’ rights in the Collateral in favor of Agent as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, upon (A) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, completion of the filings and other actions specified on Schedule 2 (which filings and other documents referred to on Schedule 2 have been delivered to Agent in completed form), (B) with respect to any deposit account or securities account, the execution of Control Agreements, (C) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the applicable Intellectual Property registries, including but not limited to the United States Copyright Office or the United States Patent and Trademark Office, as applicable, (D) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a contractual obligation granting control to Agent over such letter-of-credit rights and (E) in the case of electronic chattel paper with payment or amounts owing thereon in excess of $250,000 in the aggregate, the completion of all steps necessary to grant control to Agent over such electronic chattel paper; and (ii) shall be prior to all other Liens on the Collateral except for Permitted Priority Liens, upon (A) in the case of all Pledged Collateral and Pledged Investment Property, the delivery thereof to Agent (for the benefit of the Secured Parties) of such Pledged Collateral and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Agent (for the benefit of the Secured Parties) or in blank, (B) in the case of all Pledged Investment Property not in certificated form and deposit accounts, the execution of Control Agreements with respect to such Pledged Investment Property and deposit accounts and (C) in the case of all other instruments and tangible chattel paper that has aggregate payments or amounts owing thereunder in excess of $250,000 in the aggregate that are not Pledged Collateral or Pledged Investment Property, the delivery thereof to Agent (for the benefit of the Secured Parties) of such instruments and tangible chattel paper. Except as set forth in this Section 4.2 or as otherwise provided in the Facility Agreement, all actions by each Grantor necessary or otherwise requested by Agent to perfect the Liens granted hereunder on the Collateral have been duly taken.

4.3 Grantor Information. On the Agreement Date, Schedule 3 sets forth (i) each Grantor’s and each Guarantor’s jurisdiction of organization, (ii) the location of each Grantor’s and each Guarantor’s chief executive office, (iii) each Grantor’s and each Guarantor’s exact legal name as it appears on its organizational documents and (iv) each Grantor’s organizational identification number (to the extent a Grantor or Guarantor is organized in a jurisdiction which assigns such numbers) and federal employer identification number.

4.4 Collateral Locations. On the Agreement Date, Schedule 4 sets forth (i) each place of business of each Grantor and each Guarantor (including its chief executive office), (ii) all locations where any material portion of inventory and equipment owned by each Grantor is kept (other than

(A) inventory or equipment that is otherwise in transit or out for repair, refurbishment or processing in the Ordinary Course of Business, (B) de minimis amounts of inventory with sales personnel and at medical facilities or (C) otherwise disposed of in a transaction permitted by the Facility Agreement), (iii) all locations where each Grantor’s books and records concerning the Collateral are kept and (iv) whether each such Collateral location and place of business (including each Grantor’s chief executive office) is owned or leased (and if leased, specifies the complete name and notice address of each lessor) or otherwise occupied (and if otherwise occupied, describes the nature of such occupation). On the Agreement Date, no Collateral (other than (A) inventory or equipment that is otherwise in transit or out for repair, refurbishment or processing in the Ordinary Course of Business, (B) de minimis amounts of inventory with sales personnel and at medical facilities or (C) otherwise disposed of in a transaction permitted by the Facility Agreement) is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as indicated on Schedule 4.

4.5 Certain Property. None of the Collateral constitutes, or is the Proceeds of, (i) farm products, (ii) as-extracted collateral, (iii) timber to be cut or (iv) vessels, aircraft or any other personal property subject to any certificate of title or other registration statute of the United States, any State or other jurisdiction, except for motor vehicles owned by the Grantors and used by employees of the Grantors in the Ordinary Course of Business.

4.6 Pledged Collateral and Pledged Investment Property.

(a) The Pledged Collateral pledged by each Grantor hereunder is listed on Schedule 1 and, with respect to the Pledged Equity, constitutes all the issued and outstanding equity interests of each Issuer owned by such Grantor as set forth on Schedule 1. None of the Pledged Equity is a certificated security or otherwise represented or evidenced by any certificate other than the Pledged Equity in Nellix, Inc., CVD/RMS Acquisition Corp., RMS/Endologix Sideways Merger Corp., TriVascular, Inc. and TriVascular Technologies, Inc, and no foreign Issuer has certificated its Stock nor is any Grantor (or any representative, agent or any other Related Party of any Grantor) holding any certificate of Stock of any foreign Issuer.

(b) All of the Pledged Equity has been duly authorized and validly issued and, in the case of shares of capital stock and membership interests, is fully paid and nonassessable.

(c) Each of the Pledged Equity, Pledged Debt Instruments and Pledged Investment Property constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally.

(d) Schedule 1A lists all Pledged Investment Property owned by each Grantor. Each Grantor is the record and beneficial owner of, and has good and valid title to, the Pledged Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens.

(e) All Pledged Collateral (other than uncertificated Pledged Equity) and all Pledged Investment Property consisting of instruments and certificates has been delivered to Agent (for the benefit of the Secured Parties) in accordance with Section 5.1 hereof to the extent required thereby.

(f) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Equity, and a transferee or assignee of such Pledged Equity shall become a holder of such Pledged Equity to the same extent as such Grantor and be entitled to participate in the management of the Issuer of such

Pledged Equity, and, subject to Agent’s exercise of remedies pursuant to Section 6 hereof, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Equity.

4.7 Receivables.

(a) No amount over $250,000 in the aggregate payable to a Grantor under or in connection with any account is evidenced by any instrument or chattel paper which, to the extent required hereunder, has not been delivered to Agent (for the benefit of the Secured Parties), properly endorsed for transfer.

(b) No obligor on any Receivable in excess of $250,000 in the aggregate is a Governmental Authority, unless any assignment of claims act or law has been complied with for the benefit of Agent.

4.8 Facility Agreement. Each Grantor and each Guarantor makes each of the representations and warranties made by Borrower in Section 3.1 of the Facility Agreement to the extent applicable to it on the date such Grantor or Guarantor becomes a party hereto (which representations and warranties shall be deemed to be re-made (i) as of the date of each amendment, consent or waiver of this Agreement or the Facility Agreement executed by any Grantor and (iii) solely with respect to any new Grantor that joins this Agreement after the Agreement Date, on the date such new Grantor joins this Agreement). Such representations and warranties shall be incorporated herein by this reference as if fully set forth herein.

4.9 Commercial Tort Claims. The only commercial tort claims that any Grantor is asserting or intends to assert in which the potential recovery exceeds $250,000 in the aggregate are those listed on Schedule 5, as may be supplemented from time to time by delivery thereof to Agent, which sets forth such information separately for each Grantor.

4.10 Enforcement. No material permit, notice to or filing with any Governmental Authority or any other Person or any material consent from any Person is required for the exercise by Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except (i) as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally, (ii) any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral, (iii) permits or consents which have been obtained and notices or filings which have been made, and (iv) any requirements set forth in any assignment of claims act and laws.

4.11 Accounts. Set forth on Schedule 6 (as such Schedule may be expressly updated from time to time to reflect changes resulting from transactions permitted under the Loan Documents) is a listing of all of Grantors’ and their Subsidiaries’ deposit accounts and securities accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the deposit accounts or securities accounts maintained with such Person.

4.12 Real Estate. Schedule 7 sets forth all Real Estate owned by any of the Grantors as of the Agreement Date.

4.13 Intellectual Property. As of the Agreement Date: (i) Schedule 8 provides a complete and correct list of all registered Copyrights owned by any Grantor and all other Copyrights owned by any Grantor and material to the conduct of the business of any Grantor; (ii) Schedule 9 provides a

complete and correct list of all Intellectual Property Licenses (other than license agreements for commercially available off-the-shelf software that is generally available to the public which have been licensed to a Grantor pursuant to end-user licenses) entered into by any Grantor that are material to the business of such Grantor, including any Intellectual Property Licenses that relate to Intellectual Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or distributed by such Grantor; (iii) Schedule 10 provides a complete and correct list of all Patents owned by any Grantor; and (iv) Schedule 11 provides a complete and correct list of all registered Trademarks owned by any Grantor and all other Trademarks owned by any Grantor and material to the conduct of the business of any Grantor.

SECTION 5 COVENANTS.

Each Grantor covenants and agrees with Agent that, from and after the date of this Agreement until the Secured Obligations and the Guaranteed Obligations, as applicable, shall have been Paid in Full:

5.1 Delivery of Instruments, Certificated Securities and Chattel Paper.

(a) Such Grantor shall (i) deliver to Agent (for the benefit of the Secured Parties), in suitable form for transfer and in form and substance reasonably satisfactory to Agent, (A) all certificated Pledged Equity, together with stock powers or other suitable instruments for transfer, executed in blank, (B) all Pledged Debt Instruments and (C) all certificates and instruments evidencing Pledged Investment Property and (ii) to the extent required by Section 5.1(k) of the Facility Agreement, maintain all other Pledged Investment Property in an account that is subject to a Control Agreement. No foreign Issuer shall issue certificates of its Stock unless the foregoing provisions of this paragraph are complied with.

(b) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with this Section 5.1 and in the possession of Agent, such Grantor shall notify Agent, and upon the written request of Agent, ▇▇▇▇ all such instruments and tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deerfield Private Design Fund IV, L.P., as Agent” and, at the written request of Agent, shall promptly deliver such instrument or tangible chattel paper to Agent (for the benefit of the Secured Parties), duly indorsed in a manner reasonably satisfactory to Agent.

(c) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Pledged Collateral or Pledged Investment Property to any Person other than Agent (for the benefit of the Secured Parties) or, to the extent permitted under (and subject to the terms of) the Intercreditor Agreement and subject to the terms of Section 8.21, the ABL Agent.

(d) If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $250,000 in the aggregate, such Grantor shall promptly, and in any event within five (5) Business Days after becoming a beneficiary, notify Agent thereof and shall use commercially reasonable efforts to enter into a contractual arrangement reasonably requested by the Agent with respect to the letter-of-credit rights under such letter of credit. Such contractual arrangement shall assign such letter-of-credit rights to Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such contractual arrangement shall also direct all payments thereunder to an account subject to a Control Agreement. The provisions of the contractual arrangement shall be in form and substance reasonably satisfactory to Agent.

(e) If any amount in excess of $250,000 in the aggregate payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all commercially reasonable steps necessary to grant Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

(f) In the event that an Event of Default shall have occurred and be continuing, upon the request of Agent, any instrument, certificated security or chattel paper not theretofore delivered to Agent and at such time being held by such Grantor shall be promptly (and, in any event, within five (5) Business Days) delivered to Agent (for the benefit of the Secured Parties), duly indorsed in a manner satisfactory to Agent, to be held as Collateral pursuant to this Agreement and in the case of electronic chattel paper, such Grantor shall cause Agent to have control thereof within the meaning set forth in Section 9-105 of the UCC. In the event that an Event of Default shall have occurred and be continuing, Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

5.2 Maintenance of Perfected Security Interest; Further Documentation.

(a) Such Grantor shall maintain the security interests created by this Agreement as perfected security interests (to the extent such security interests can be perfected by the filing of UCC financing statements (and, with respect to commercial tort claims, to the extent any commercial tort claims are sufficiently identified herein)) having at least the priority described in Section 4.2 hereof, and shall defend such security interests against the claims and demands of all Persons whomsoever (other than holders of Permitted Liens).

(b) Subject to Section 5.1(q) of the Facility Agreement, such Grantor will furnish to Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as Agent may reasonably request, all in reasonable detail in form and substance reasonably satisfactory to Agent.

(c) At any time and from time to time, upon the written request of Agent, and at Grantor’s sole expense, such Grantor will, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as Agent may reasonably request, including (i) filing or authorizing the filing of any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby; (ii) in the case of Pledged Collateral, Pledged Investment Property and any other relevant Collateral, taking any such reasonably requested actions necessary to enable Agent (on behalf of the Secured Parties) to obtain “control” (within the meaning of the applicable UCC) with respect to such Pledged Collateral, Pledged Investment Property and other Collateral to the extent required to be pledged hereunder; (iii) if requested by Agent, delivering, to the extent permitted by Applicable Law, any original motor vehicle certificates of title for vehicles in the aggregate with a fair market value in excess of $250,000 received by such Grantor from the applicable secretary of state or other Governmental Authority after information reflecting Agent’s security interest has been recorded in such motor vehicles to the extent required to be pledged thereunder; (iv) use of commercially reasonable efforts to secure all approvals necessary or appropriate for the assignment to or the benefit of Agent of any contractual obligation held by such Grantor and to enforce the security interests hereunder; and (v) subject to Section 5.1(k) of the Facility Agreement, executing and delivering any Control Agreements with respect to deposit, securities, commodity and

similar accounts.

(d) Such Grantor shall not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document or any policy of insurance covering the Collateral.

5.3 Changes in Locations, Name, etc. Such Grantor shall not, except upon 10 Business Days’ prior written notice to Agent (or such lesser notice as Agent may agree to in writing in its sole discretion) and delivery to Agent of (i) all additional financing statements and other documents reasonably requested by Agent as to the validity, perfection and priority of the security interests provided for herein and (ii) if applicable, a written supplement to Schedule 4 showing any additional location at which inventory or equipment shall be kept (other than (A) inventory or equipment that is otherwise in transit or out for repair, refurbishment or processing in the Ordinary Course of Business, (B) de minimis amounts of inventory with sales personnel and at medical facilities or (C) otherwise disposed of in a transaction permitted by the Facility Agreement):

(a) permit any of the inventory or equipment comprising Collateral to be kept at a location subject to the possession or control of any warehouse, consignee, bailee, or any of the Grantors’ agents or processors other than those listed on Schedule 4, other than (i) the inventory or equipment that is otherwise in transit or out for repair, refurbishment or processing in the Ordinary Course of Business, (ii) de minimis amounts of inventory with sales personnel and at medical facilities or (iii) otherwise disposed of in a transaction permitted by the Facility Agreement;

(b) change its jurisdiction of organization or the location of its chief executive office from that specified on Schedule 3 or in any subsequent notice delivered pursuant to this Section 5.3; or

(c) change its name, organizational identification number (if any), identity or corporate structure, except as permitted by Section 5.2(i) of the Facility Agreement upon prior written notice thereof to the Agent.

5.4 Notices. Such Grantor will advise Agent in writing promptly, in reasonable detail, of:

(a) any Lien (other than Permitted Liens) on any of the Collateral; and

(b) the occurrence of any other event which would reasonably be expected to have a Material Adverse Effect on the Collateral or on the Liens created hereby.

5.5 Pledged Investment Property and Pledged Collateral.

(a) If such Grantor shall become entitled to receive or shall receive any certificate, option or rights in respect of the Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Equity, or otherwise in respect thereof, such Stock shall be Pledged Equity (to the extent consistent with the percentage of such Grantor’s Stock in such Issuer pledged hereunder, as set forth on Schedule 1) and such Grantor shall accept the same as the agent of Agent, hold the same in trust for Agent (for the benefit of the Secured Parties) and deliver the same forthwith to Agent (for the benefit of the Secured Parties) in the exact form received, duly indorsed by such Grantor to Agent (for the benefit of the Secured Parties), if required by Agent, together with an undated instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if Agent so request, signature guarantied, to be held by Agent (for the benefit of the Secured Parties), subject to the terms hereof, as additional Collateral for the Secured Obligations.

(b) Upon the occurrence and during the continuance of an Event of Default and the request of Agent, (i) any sums paid upon or in respect of the Pledged Collateral or Pledged Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to Agent (for the benefit of the Secured Parties) to be held by it hereunder as additional Collateral for the Secured Obligations, and (ii) in case any distribution of capital shall be made on or in respect of the Pledged Collateral, or any property shall be distributed upon or with respect to the Pledged Collateral, pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected Lien in favor of Agent, be delivered to Agent (for the benefit of the Secured Parties) to be held by it hereunder as additional Collateral for the Secured Obligations. Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Investment Property shall be received by a Grantor, such Grantor shall, at the request of Agent and until such money or property is paid or delivered to the applicable Secured Parties, hold such money or property in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, as additional Collateral for the Secured Obligations.

(c) Without the prior written consent of Agent, no Grantor will (i) vote to enable, or take any other action, to permit any Issuer to issue any Stock of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Stock of any nature of any Issuer, except, in each case, as permitted by the Facility Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Investment Property or Proceeds thereof other than any such action which is permitted by the Facility Agreement, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Investment Property or Proceeds thereof, or any interest therein, except for Permitted Liens, or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or Agent to sell, assign or transfer any of the Pledged Investment Property or Proceeds thereof, except with respect to Permitted Liens and any such action which is permitted by the Facility Agreement.

(d) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Equity issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify Agent promptly in writing of the occurrence of any of the events described in Sections 5.5(a) and 5.5(b) hereof with respect to the Pledged Equity issued by it and (iii) the terms of Sections 6.3(c) and 6.7 hereof shall apply to such Grantor with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 hereof regarding the Pledged Equity issued by it.

5.6 Receivables. Other than in the Ordinary Course of Business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that would reasonably be expected to adversely affect the value thereof, in each case, unless taking the foregoing actions would not reasonably be expected, individually or in the aggregate, to cause a Material Adverse Effect.

5.7 Intellectual Property. Except as permitted by the Facility Agreement, or except, in each case, where the failure to do so could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, provided that no such Material Adverse Effect qualifier should apply to Section 5.7(h) hereof:

(a) Upon the request of Agent, in order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, each Grantor shall execute and

deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent’s Lien on such Grantor’s Patents, Trademarks, or Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby.

(b) Such Grantor (either itself or through licensees) will (i) continue to use each Trademark (owned by such Grantor), in order to maintain such Trademark in full force and effect free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use, and cause its licensees and sublicensees to use, such Trademark with the appropriate notice of registration and all other notices and legends required by Applicable Law, (iv) not adopt or use any ▇▇▇▇ which is confusingly similar or a colorable imitation of such Trademark unless Agent shall obtain a perfected security interest in such Trademark pursuant to this Agreement and (v) not (and not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby such Trademark (or any goodwill associated therewith) may become destroyed, harmed, invalidated or impaired in any way.

(c) Each Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby as a result of such act or omission, any Patent owned by such Grantor may become unenforceable, invalidated, forfeited, abandoned or dedicated to the public, will employ, and cause its licensees and sublicensees to employ, each such Patent with the appropriate notice of registration and all other notices and legends required by Applicable Law, and will take commercially reasonable steps to establish and preserve the Patents in any patentable invention under Applicable Law.

(d) Each Grantor (either itself or through licensees) (i) will employ, and cause its licensees and sublicensees to employ, each Copyright owned by such Grantor with the appropriate notice of registration and all other notices and legends required by Applicable Law, and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby such Copyrights may become invalidated or otherwise impaired, and (iii) will not (either itself or through licensees or sublicensees) do any act whereby any such Copyrights may fall into the public domain.

(e) Each Grantor (either itself or through licensees or sublicensees) will not (and will not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any trade secret may become unenforceable under any Applicable Law and each Grantor shall take reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Intellectual Property that is necessary in or material to the conduct of such Grantor’s business, including, as applicable (A) protecting the secrecy and confidentiality of its confidential information and trade secrets by having and enforcing a policy requiring all current employees, consultants, licensees, vendors and contractors with access to such information to execute appropriate confidentiality agreements; (B) taking actions reasonably necessary to ensure that no trade secret falls into the public domain due to any action of any Grantor; and (C) protecting the secrecy and confidentiality of the source code of all software programs and applications of which it is the owner or licensee by having and enforcing a policy requiring any licensees (or sublicensees) of such source code to enter into license agreements with commercially reasonable use and non-disclosure restrictions.

(f) Such Grantor (either itself or through licensees or sublicensees) will not do any act that infringes, misappropriates, dilutes, violates or otherwise impairs the Intellectual Property or intellectual property rights of any other Person.

(g) Such Grantor will notify Agent promptly if it knows, or has reason to know, that any application or registration relating to any Intellectual Property owned by such Grantor may become unenforceable, invalidated, forfeited, abandoned or dedicated to the public, or of any determination or development (including the institution of, or any such determination or development in, any proceeding in

the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any such Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

(h) At the time of delivery of any Perfection Certificate required by Section 5.1(t) of the Facility Agreement, each Grantor will notify Agent of applications filed for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof. Upon the request of Agent, within five (5) Business Days, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as Agent may request to evidence Agent’s security interest in any Intellectual Property owned by such Grantor, including any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

(i) Such Grantor will take all actions that are necessary or reasonably requested by Agent to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation of all Intellectual Property owned by it.

(j) In the event that any Intellectual Property owned by a Grantor is, to its knowledge, infringed upon or misappropriated or diluted by a third party, such Grantor shall, subject to Section 5.1(q) of the Facility Agreement, (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) promptly notify Agent after it learns thereof and ▇▇▇ for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

(k) Each Grantor shall require all employees, consultants, and contractors of such Grantor who are involved in the creation or development of any Intellectual Property for such Grantor to sign agreements that presently assigned all Intellectual Property created or developed for the Grantor to such Grantor, and obligate such employee, consulting or contractor to hold all confidential information of the Grantor (or of any other Person and held by the Grantor) in confidence.

(l) Grantors acknowledge and agree that no Secured Party shall have any duties with respect to any Intellectual Property or Intellectual Property Licenses of any Grantor. Without limiting the generality of this Section 5.7(l), Grantors acknowledge and agree that no Secured Party shall be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property Licenses against any other Person, but any Secured Party may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) shall be for the sole account of Borrower and the other Grantors.

5.8 [Reserved].

5.9 Other Matters.

(a) Each Grantor authorizes Agent and its Affiliates directors, partners, officers, employees, agents, counsel and advisors to, at any time and from time to time, file or record financing statements, continuation statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such forms and in such offices as Agent or such other Person reasonably determines appropriate to perfect, or continue or maintain perfection of, the security interests of Agent under this Agreement, and such statements, amendments, documents, and instruments may describe the Collateral covered thereby as “all assets of the debtor” of each Grantor, or words of similar effect and may contain any other information required pursuant to the UCC for the sufficiency of filing office

acceptance of any financing statement, continuation statement or amendment, and each Grantor agrees to furnish any such information to Agent promptly upon Agent’s reasonable request. Any such financing statement, continuation statement or amendment may be signed by Agent on behalf of any Grantor and may be filed at any time in any jurisdiction. A copy of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. Such Grantor also hereby ratifies its authorization for Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof. To the extent permitted by law, each Grantor hereby (i) waives any right under the UCC or any other Applicable Law to receive notice and/or copies of any filed or recorded financing statements, amendments thereto, continuations thereof or termination statements and (ii) releases and excuses each Secured Party from any obligation under the UCC or any other Applicable Law to provide notice or a copy of any such filed or recorded documents. As this Agreement constitutes an amendment and restatement of the Existing Guaranty and Security Agreement, the parties to this Agreement do hereby acknowledge and agree that those financing statements currently on record naming the applicable Grantors as “Debtor” and the Agent as “Secured Party”, shall continue in full force and effect (as amended, if applicable) and shall continue to perfect the security interests and Liens granted under the Existing Guaranty and Security Agreement and reaffirmed, ratified and re-granted under this Agreement.

(b) Each Grantor shall, at any time and from time and to time, take such steps as the Agent may reasonably request for Agent to insure the continued perfection and priority of Agent’s security interest in any of the Collateral and of the preservation of its rights therein.

(c) If any Grantor shall at any time, acquire a commercial tort claim as set forth in Section 4.9 hereof, such Grantor shall promptly notify Agent thereof in writing and supplement Schedule 5, therein providing a reasonable description and summary thereof, and upon delivery thereof to Agent, such Grantor shall be deemed to thereby grant to Agent (and such Grantor hereby grants to Agent) a Lien in and to such commercial tort claim and all Proceeds thereof, all upon the terms of and governed by this Agreement, and such Grantor shall execute and deliver to Agent, in each case in form and substance reasonably satisfactory to Agent, any document, and take all other action, deemed by Agent to be reasonably necessary or appropriate for Agent to obtain, for the benefit of the Secured Parties, a perfected security interest in all such commercial tort claims. Any supplement to Schedule 5 delivered pursuant to this Section 5.9(c) shall, after the receipt thereof by Agent, become part of Schedule 5 for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt.

5.10 Facility Agreement. Each of the Grantors covenants that it will, and, if necessary, will cause or enable Borrower to, fully comply with each of the covenants and other agreements set forth in the Facility Agreement.

5.11 Agent May Purchase Insurance. If a Grantor at any time or times hereafter shall fail to obtain, maintain or provide to Agent evidence of any of the policies of insurance or other items required under Section 5.1(e) of the Facility Agreement or to pay any premium relating thereto, then Agent, without waiving or releasing any obligation or default by such Grantor hereunder, may (but shall be under no obligation to) obtain and maintain such policies of insurance and pay such premiums and take such other actions with respect thereto as Agent deems advisable upon notice to such Grantor. Such insurance, if obtained by Agent, may, but need not, protect such Grantor’s interests or pay any claim made by or against such Grantor with respect to the Collateral. Such insurance may be more expensive than the cost of insurance such Grantor may be able to obtain on its own and may be cancelled only upon such Grantor providing evidence that it has obtained the insurance as required above. All sums disbursed by Agent in connection with any such actions shall constitute Secured Obligations and Guaranteed Obligations payable upon demand.

5.12 Further Assurances.

(a) Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that Agent may reasonably request, in order to perfect and protect the security interest and Lien granted hereby, to create, perfect or protect the security interest and Lien purported to be granted hereby or to enable Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.

(b) Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement, the other Loan Documents or the Existing Loan Documents without the prior written consent of Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

SECTION 6 REMEDIAL PROVISIONS.

6.1 Certain Matters Relating to Receivables. Subject to, in each case, the terms of the Intercreditor Agreement (to the extent applicable):

(a) At any time and from time to time after the occurrence and during the continuance of an Event of Default, Agent shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon request of the Agent and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to Agent to furnish to Agent reports showing reconciliations, agings and test verifications of, and trial balances for, the Receivables.

(b) If requested by Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Agent (for the benefit of the Secured Parties) and upon notice to such Grantor, in a collateral account maintained under the sole dominion and control of Agent, subject to withdrawal by Agent as provided in Section 6.4 hereof, and (ii) until so turned over, shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) At any time and from time to time after the occurrence and during the continuance of an Event of Default, at the request of Agent, each Grantor shall deliver to Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including all original orders, invoices and shipping receipts and notify account debtors that the accounts or general intangibles that are Collateral have been collaterally assigned to Agent and that payments in respect thereof shall be made directly to Agent.

(d) Each Grantor hereby irrevocably authorizes and empowers Agent, in Agent’s sole discretion, at any time after the occurrence and during the continuance of an Event of Default, without notice to such Grantor: (i) to limit or terminate the ability of a Grantor to collect its Receivables or any thereof; to assert, either directly or on behalf of such Grantor, any claim such Grantor may from time to time have against account debtors and to otherwise enforce such Grantor’s rights against such account debtors; (ii) to receive and collect any and all damages, awards and other monies resulting therefrom and to apply the same to the Secured Obligations as set forth in Section 6.5 hereof; and (iii) in its own name or in the

name of others, to communicate with account debtors to verify with them to Agent’s reasonable satisfaction the existence, amount and terms of any account or amounts due under any general intangible that is Collateral.

6.2 Communications with Obligors; Grantors Remain Liable.

(a) Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to Agent’s satisfaction the existence, amount and terms of any Receivables

(b) Subject to the terms of the Intercreditor Agreement (to the extent applicable), upon the request of Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to Agent and that payments in respect thereof shall be made directly to Agent.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable in respect of each of the Receivables 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. No Secured Party shall have any obligation or Liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of any Loan Document or the receipt by Agent or any other Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any 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.

6.3 Pledged Investment Property and Pledged Collateral.

(a) Unless an Event of Default shall have occurred and be continuing and until Agent has notified Borrower otherwise, each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Collateral and all payments made in respect of the Pledged Investment Property, to the extent permitted in the Facility Agreement, and to exercise all voting and other rights with respect to the Pledged Collateral and Pledged Investment Property; provided, that no vote shall be cast or other right exercised or action taken that could be reasonably likely to materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Facility Agreement, this Agreement or any other Loan Document.

(b) If an Event of Default shall occur and be continuing: (i) Agent shall have the right to receive any and all cash dividends and distributions, payments or other Proceeds paid in respect of the Pledged Collateral and Pledged Investment Property and make application thereof to the Secured Obligations as set forth in Section 6.5 hereof, (ii) Agent shall have the right to cause any or all of the Pledged Collateral and Pledged Investment Property to be registered in the name of Agent or its nominee and (iii) Agent or its nominee may exercise (x) all voting, consent, corporate and other rights pertaining to such Pledged Collateral and Pledged Investment Property at any meeting of shareholders, partners or members, as the case may be, of the relevant Issuer or Issuers or otherwise (or by written consent) and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Collateral and Pledged Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral and Pledged Investment Property upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any

Grantor or Agent of any right, privilege or option pertaining to such Pledged Collateral and Pledged Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral and Pledged Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Agent may determine), all without Liability other than to the extent such Liability is a result of its own willful misconduct or gross negligence as determined by a court of competent jurisdiction in a final non-appealable order or to account for property actually received by it, but Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c) Each Grantor hereby expressly and irrevocably authorizes and instructs, without any further instructions from such Grantor, each Issuer of the Pledged Collateral and Pledged Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, and each Grantor agrees that each Issuer shall be fully protected in so complying and (ii) unless otherwise permitted under the Loan Documents, pay any dividends, distributions or other payments with respect to the Pledged Collateral and Pledged Investment Property directly to Agent.

(d) In order to permit Agent to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all dividends and other distributions that it is entitled to receive hereunder, (i) during the existence of an Event of Default, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Agent all such proxies, dividend payment orders and other instruments as Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and the Pledged Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral or the Pledged Investment Property, as applicable, would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral or Pledged Investment Property on the record books of the Issuer thereof) by any other person (including the Issuer of such Pledged Collateral or Pledged Investment Property, as applicable, or any officer or agent thereof) solely during the continuance of an Event of Default and which proxy shall only terminate upon the Payment in Full in cash of the Secured Obligations or upon an express waiver in writing by Agent and the Required Lenders of the underlying Event of Default in accordance with the terms of the Facility Agreement.

6.4 Proceeds to be Turned Over to Agent. In addition to the rights of Agent specified in Section 6.1 hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing and Agent has notified Borrower of the Grantors’ obligations under this Section 6.4, all Proceeds received by any Grantor consisting of cash, checks and other cash equivalent items shall be held by such Grantor in trust for Agent (for the benefit of the Secured Parties), segregated from other funds of such Grantor, and shall, upon written request of Agent, forthwith upon receipt by such Grantor, be turned over to Agent in the exact form received by such Grantor (duly indorsed by such Grantor to Agent, if required). Subject to the terms of the Intercreditor Agreement (if applicable), all Proceeds received by Agent under this Section 6.4 shall be held by Agent in a collateral account maintained under its sole dominion and control. All Proceeds, while held by Agent (for the benefit of the Secured Parties) in any collateral account (or by such Grantor in trust for Agent (for the benefit of the Secured Parties)) established pursuant hereto, shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 6.5 hereof.

6.5 Application of Proceeds. Agent may apply all or any part of Proceeds from the

sale of, or other realization upon, all or any part of the Collateral (after deducting all reasonable and documented external attorneys’ and other fees and out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of Agent and any other Secured Party hereunder) in payment of the Secured Obligations in such order as the Agent shall determine in its discretion, and may pay any other amount required by any Applicable Law. Any balance of such Proceeds remaining after the Secured Obligations and the Guaranteed Obligations (as applicable) shall have been Paid in Full shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. The parties hereto understand and agree that the exercise of remedies hereunder with respect to accounts arising under any Third Party Payor program may be subject to Applicable Law.

6.6 UCC and Other Remedies. If an Event of Default shall occur and be continuing, Agent may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other Applicable Law. Without limiting the generality of the foregoing, Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of Agent or elsewhere upon such terms and conditions as they may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery with assumption of any credit risk. Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at places which Agent shall reasonably select, whether at such Grantor’s premises or elsewhere in connection with the exercise of Agent’s remedies hereunder. Agent shall apply the net Proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Agent hereunder, to the payment in whole or in part of the Secured Obligations, as set forth in Section 6.5 hereof. To the extent permitted by Applicable Law, each Grantor waives all claims, damages and demands it may acquire against Agent arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition. Agent shall not be obligated to make any sale of Collateral regardless of notification of sale having been given. Agent may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that (A) the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and (B) to the extent notification of sale shall be required by law, notification by mail of the URL where a sale will occur and the time when a sale will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611(b) of the UCC. Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the UCC.

6.7 Private Sale. Each Grantor recognizes that Agent may be unable to effect a public sale of any or all the Pledged Collateral and Pledged Investment Property, by reason of certain prohibitions

contained in the Securities Act and applicable state or foreign securities laws or otherwise, or may otherwise determine that a public sale is impracticable, not desirable or not commercially reasonable, and, accordingly, and may resort to one or more private sales thereof to a restricted group of purchasers that will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral or Pledged Investment Property for the period of time necessary to permit the Issuer thereof to register such securities or other interests for public sale under the Securities Act, or under applicable state or foreign securities laws, even if such Issuer would agree to do so.

Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Collateral and Pledged Investment Property pursuant to this Section 6.7 and Section 6.11 hereof valid and binding and in compliance with Applicable Law. Each Grantor further agrees that a breach of any of the covenants contained herein will cause irreparable injury to Agent and the other Secured Parties, that Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained herein shall be specifically enforceable against such Grantor (except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally), and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. Until all of the Secured Obligations and all of the Guaranteed Obligations are Paid in Full, each Grantor postpones until such date any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Pledged Collateral and Pledged Investment Property by Agent.

6.8 Deficiency. Each Grantor shall remain liable for any deficiency if the Proceeds of any sale or other disposition of any Collateral are insufficient to Pay in Full the Secured Obligations and the fees and disbursements of any attorneys employed by Agent or any other Secured Party to collect such deficiency.

6.9 Licenses. Solely for the purpose of enabling Agent (for the benefit of the Secured Parties) to exercise rights and remedies following and during the continuation of an Event of Default (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), each Grantor hereby grants to Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) including in such license the right to use, practice, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all Real Estate owned, operated, leased, subleased or otherwise occupied by such Grantor; provided, in each case, that no such licenses shall be granted with respect to any Excluded Property.

6.10 Reserved.

6.11 Disposition of Collateral. Without limiting the generality of the foregoing, to the fullest extent not prohibited by Applicable Law, Agent may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses,

advertisements and notices are hereby waived), upon the occurrence and during the continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on Agent’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral and (iii) sell, assign, convey, transfer, grant option or options to purchase and deliver any Collateral (and enter into contractual obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Agent shall have the right, upon any such public sale or sales and, to the extent permitted by the UCC and other Applicable Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released.

6.12 Management of the Collateral. Each Grantor further agrees, that, upon the occurrence and during the continuance of any Event of Default and to the fullest extent not prohibited by Applicable Law and, in each case, subject to the terms of the Intercreditor Agreement (if applicable), (i) at Agent’s written request, it shall assemble the Collateral and make it available to Agent at places that Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, (ii) without limiting the foregoing, Agent also has the right to require that each Grantor store and keep any Collateral pending further action by Agent and, while any such Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until Agent is able to sell, assign, convey or transfer any Collateral, Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by Agent, and (iv) Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral is in the possession of Agent.

6.13 Direct Obligation. Neither Agent nor any other Secured Party shall be required to make any demand upon, or pursue or exhaust any right or remedy against, any Grantor, any other Guarantor, any other Loan Party or any other Person with respect to the payment of the Secured Obligations or the Guaranteed Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any direct or indirect guaranty thereof. All of the rights and remedies of Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights or remedies provided by any Applicable Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Agent or any other Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) calendar days before such sale or other disposition.

6.14 Commercially Reasonable. To the extent that any Applicable Law impose duties on Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for Agent to do any of the following:

(a) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by Agent to prepare any Collateral for disposition or otherwise to complete raw material or work in

process into finished goods or other finished products for disposition;

(b) fail to obtain permits, or other consents, for access to any Collateral to sell or for the collection or sale of any Collateral, or, if not required by other Applicable Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral;

(c) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any Collateral or to remove any adverse claims against any Collateral;

(d) advertise dispositions of any Collateral through publications or media of general circulation, whether or not such Collateral is of a specialized nature, or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral;

(e) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature, or, to the extent deemed appropriate by Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist Agent in the collection or disposition of any Collateral, or utilize Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral;

(f) dispose of assets in wholesale rather than retail markets;

(g) disclaim disposition warranties, such as title, possession or quiet enjoyment; or

(h) purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of any Collateral or to provide to Agent a guaranteed return from the collection or disposition of any Collateral.

Each Grantor acknowledges that the purpose of this Section 6.14 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by any Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.14. Without limitation upon the foregoing, nothing contained in this Section 6.14 shall be construed to grant any rights to any Grantor or to impose any duties on Agent or any other Secured Party that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 6.14.

SECTION 7 AGENT.

7.1 Agent’s Appointment as Attorney-in-Fact.

(a) Each Grantor hereby irrevocably constitutes and appoints Agent and any Affiliates, directors, partners, officers, employees, agents, counsel and advisors thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to, upon the occurrence and during the continuance of an Event of Default, take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives Agent and its Affiliates, directors, partners, officers, employees, agents, counsel and advisors the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do

any of the following when an Event of Default has occurred and is continuing (subject, as applicable, to compliance by Agent with Applicable Law with respect to Accounts arising under any Third Party Payor programs):

(i) in the name of such Grantor, in its own name or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible that is Collateral or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any such moneys due under any account or general intangible that is Collateral or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property owned by and, in the case of Copyrights, exclusively licensed to such Grantor (to the extent not constituting Excluded Property and to the extent permitted under the applicable Intellectual Property), execute, deliver and have recorded any document that Agent may request in accordance with this Agreement to evidence, effect, publicize or record Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against any Collateral, effect any repair or pay any insurance called for by the terms of the Facility Agreement (including all or any part of the premiums therefor and the costs thereof);

(iv) execute, in connection with any sale provided for in Section 6.7 or Section 6.11 hereof, any document to effect or otherwise necessary or appropriate in relation to evidence the sale of any Collateral; or

(v) (A) direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to Agent or as Agent shall direct, (B) ask or demand for, and collect and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express ▇▇▇▇, ▇▇▇▇ of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes that are related to Collateral and, in connection therewith, give such discharges or releases as Agent may deem appropriate, (G) assign any Intellectual Property owned by any Grantor or any Intellectual Property Licenses of any Grantor where such Grantor is the licensor thereunder (to the extent not constituting Excluded Property and to the extent permitted under the applicable Intellectual Property or Intellectual Property License, as applicable) throughout the world on such terms and conditions and in such manner as Agent shall in its sole discretion determine (except, with respect to Trademarks, subject to reasonable quality control in favor of such Grantor), including the execution and filing of any document necessary to effectuate or record such assignment, or (H) generally, sell, assign, convey, transfer or ▇▇▇▇▇ ▇ ▇▇▇▇ on, make any Contractual Obligation with respect to and otherwise deal with, any Collateral as fully and completely as though Agent were the absolute owner thereof for all purposes and do, at Agent’s option, at any time or from time to time, all acts and things that Agent deems necessary to protect, preserve or realize upon any Collateral

and the Secured Parties’ security interests therein and to effect the intent of the Loan Documents, all as fully and effectively as such Grantor might do;

(vi) if any Grantor fails to perform or comply with any Contractual Obligation contained herein, then during the existence of an Event of Default, Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation;

(vii) receive and open all mail addressed to any Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent; or

(viii) use any Intellectual Property or Intellectual Property Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due under Accounts, contracts or negotiable Collateral of such Grantor.

(b) The expenses of Agent incurred in connection with actions undertaken as provided in this Section 7.1, together with, during the existence of an Event of Default as set forth in Section 2.7(b) of the Facility Agreement, interest thereon at a rate set forth in Section 2.7(b) of the Facility Agreement, from the date of payment by Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to Agent on written demand by Agent to Borrower.

(c) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of, and in accordance with, this Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

7.2 Authority of Agent. Each Grantor acknowledges that the rights and responsibilities of Agent under this Agreement with respect to any action taken by Agent or the exercise or non-exercise by Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between Agent and the other Secured Parties, be governed by the Facility Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between Agent and any Grantor, Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry respecting such authority.

7.3 Duty; Obligations and Liabilities.

(a) Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as Agent deals with similar property for its own account. The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral and shall not impose any duty upon Agent to exercise any such powers. Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Affiliates, directors, partners, officers, employees, agents, counsel or advisors shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith or willful misconduct, in each case, as determined by a court of competent jurisdiction in a final non-appealable order. In addition, Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by Agent in good faith.

(b) No Secured Party and no Affiliates, directors, partners, officers, employees, agents, counsel or advisors thereof shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective 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 as determined by a court of competent jurisdiction in a final non-appealable order.

SECTION 8 MISCELLANEOUS.

8.1 Amendments in Writing. The provisions of this Agreement may be waived, modified, supplemented or amended only by an instrument in writing signed by Borrower and Agent; provided, however, that annexes and schedules, as applicable, to this Agreement may be supplemented or modified (but no existing provisions may be modified and no Collateral may be released, except with respect to the removal of items on the schedules in connection with a sale or other Disposition of Collateral, a merger or Acquisition, in each case, that is permitted under the Facility Agreement) as set forth in Section 5 and Section 8.15 hereof. Notwithstanding anything to the contrary in the first sentence of this Section 8.1, any time period for performance under this Agreement may be extended, at any time, by Agent in its sole discretion.

8.2 Notices. All notices, requests and demands to or upon Agent or any Guarantor or Grantor hereunder shall be addressed to such party and effected in the manner provided for in Section 6.1 of the Facility Agreement and each Guarantor and Grantor hereby appoints the Borrower as its agent to receive notices hereunder.

8.3 Indemnification by Grantors. Each Grantor and each Guarantor agrees to jointly and severally indemnify, pay, and hold Agent, the other Secured Parties and the Secured Parties’ Affiliates, officers, directors, employees, agents, and attorneys (the “Indemnitees”) harmless against losses and Liabilities to the extent set forth in Section 6.11 of the Facility Agreement, the terms of which are incorporated herein by reference as though set forth fully herein. The provisions in this Section 8.3 shall survive Payment in Full of all Secured Obligations and of all Guaranteed Obligations, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral, and termination of this Agreement.

8.4 Enforcement Expenses.

(a) The terms of Section 6.3 of the Facility Agreement with respect to costs and expenses are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

(b) The agreements in this Section 8.4 shall survive Payment in Full of all Secured Obligations and the Guaranteed Obligations, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral, and termination of this Agreement.

8.5 Nature of Remedies. All Secured Obligations and Guaranteed Obligations of each Grantor and rights of Agent and the other Secured Parties expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by Applicable Law. No failure to exercise and no delay in exercising, on the part of Agent or the other Secured Parties, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right,

remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

8.6 Counterparts; Effectiveness. This Agreement may be executed in several counterparts, and by each Party on separate counterparts, each of which and any photocopies, facsimile copies and other electronic methods of transmission thereof shall be deemed an original, but all of which together shall constitute one and the same agreement.

8.7 Severability. If any provision of this Agreement or any of the other Loan Documents shall be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof or thereof shall not in any way be affected or impaired thereby. The parties hereto 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 provision.

8.8 Entire Agreement. This Agreement contains the entire understanding of the parties hereto with respect to the matters covered hereby and supersedes any and all other written and oral communications, negotiations, commitments and writings with respect thereto. All Exhibits, Schedules and Annexes referred to herein are incorporated in this Agreement by reference and constitute a part of this Agreement. If any provision contained in this Agreement conflicts with any provision of the Facility Agreement, then with regard to such conflicting provisions, the Facility Agreement shall govern and control.

8.9 Successors; Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except, notwithstanding anything to the contrary in this Agreement or any other Loan Document, that Grantors and Guarantors may not assign their rights or obligations hereunder and any such purported, prohibited or attempted assignment shall be void ab initio.

8.10 Applicable Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE.

8.11 Consent to Jurisdiction. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY STATED THEREIN, THE OTHER LOAN DOCUMENTS (WHETHER BROUGHT AGAINST A PARTY HERETO OR ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR IN CONNECTION HEREWITH OR WITH THE OTHER LOAN DOCUMENTS OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER OR IS AN INCONVENIENT VENUE FOR SUCH PROCEEDING.

EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

8.12 Waiver of Jury Trial. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE. EACH PARTY HERETO (A) CERTIFIES THAT NO OTHER PARTY AND NO AGENT, REPRESENTATIVE OR OTHER PERSON AFFILIATED WITH OR RELATED TO ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS, AS APPLICABLE, BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12.

8.13 Set-off. Each Grantor agrees that Agent and the other Secured Parties have all rights of set-off and bankers’ lien provided by Applicable Law, and in addition thereto, each Grantor agrees that at any time any Event of Default exists, Agent and the other Secured Parties may apply to the payment of any Secured Obligations and the Guaranteed Obligations as set forth in Section 6.5 hereof, whether or not then due, any and all balances, credits, deposits, accounts or moneys of such Grantor then or thereafter with the Secured Parties.

8.14 Acknowledgements. Each Grantor and each Guarantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) Neither Agent nor any other Secured Party have any fiduciary relationship with or duty to any Grantor or Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors and Guarantors, on the one hand, and Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Grantors, Guarantors and the Secured Parties.

8.15 Additional Grantors/Guarantors. The Grantors shall cause each Person, upon becoming a Subsidiary of a Grantor (other than any Excluded Subsidiary) or upon becoming a Subsidiary, limited liability company, other entity or other Person for which any Grantor divides or splits itself into (or that receives any assets or property of such Grantor from any such division or split), to guaranty Borrower’s and the other Grantors’ performance of the Secured Obligations and the Guaranteed Obligations and grant to Agent, for the benefit of the Secured Parties, a security interest in the personal property of such Person (to

the extent such personal property would constitute Collateral) to secure the Secured Obligations, its performance under the Facility Agreement and the other Loan Documents to the extent a party thereto and Borrower’s, each Guarantor’s and the other Grantors’ performance of the Secured Obligations by becoming a party to this Agreement. Upon execution and delivery by such Person of a joinder agreement in the form of Annex I hereto, such Person shall become a Grantor and Guarantor for all purposes of this Agreement.

8.16 Releases.

(a) At such time as the Secured Obligations have been Paid in Full, the Collateral shall be automatically released from the Liens created hereby and this Agreement shall automatically terminate (other than those provisions expressly surviving the Payment in Full of the Secured Obligations or the Guaranteed Obligations), all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall automatically revert to the Grantors. At such time as the Guaranteed Obligations have been Paid in Full, subject to Section 8.18, the guarantees provided in Section 2 and the remainder of this Agreement shall automatically terminate (other than those provisions expressly surviving the Payment in Full of the Secured Obligations or the Guaranteed Obligations, including those specific provisions of Section 8 hereof expressly surviving Payment in Full of the Secured Obligations or the Guaranteed Obligations). At the request and sole expense of any Grantor following any such Payment in Full of the Secured Obligations, Agent shall promptly deliver to the Grantors any Collateral held by Agent hereunder, and execute and deliver to the Grantors such documents as the Grantors shall reasonably request in writing to evidence the termination and release of the Liens in the Collateral. At the request and sole expense of any Grantor following any such Payment in Full of the Guaranteed Obligations, Agent shall execute and deliver to the Grantors such documents as the Grantors shall reasonably request in writing to evidence the termination of the guarantees provided in Section 2.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Facility Agreement or with the written consent of Agent and the Required Lenders, then Agent, at the reasonable written request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary for the release of the Liens created hereby on such Collateral; provided that Borrower shall have delivered to Agent, with reasonable notice prior to the date of the proposed release, a written request for release identifying the relevant Grantor, together with a certification by Borrower stating that such transaction is in compliance with the Facility Agreement and the other Loan Documents (including the relevant provision of the Loan Documents pursuant to which such transfer or other disposition is permitted, together with any additional evidence reasonably requested by Agent).

(c) If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Stock of any Guarantor is sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted under the Loan Documents or with the written consent of Agent and the Required Lenders or (ii) any Guarantor becomes an Excluded Subsidiary as a result of a transaction permitted under the Loan Documents (any such Guarantor, and any Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement (including under this Section 8.16) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it and, in the case of a sale of all or substantially all of the Stock of the Transferred Guarantor, the pledge of such Stock to the Agent hereunder shall be automatically released, and, so long as the Borrower shall have provided the Agent such certifications or documents as the Agent shall reasonably request, the Agent, at the sole expense of the Grantors, shall take such actions as are reasonably necessary and requested by the Grantors in writing to effect each release described in this Section 8.16.

8.17 Obligations and Liens Absolute and Unconditional. Each Grantor and each Guarantor understands and agrees that the obligations of each Grantor under this Agreement shall be construed as continuing, absolute and unconditional without regard to (i) the validity or enforceability of any Loan Document, any of the Secured Obligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by Agent or any other Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Grantor, Guarantor or any other Person against Agent or any other Secured Party, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of any Grantor or Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Grantor or Guarantor for the Secured Obligations or the Guaranteed Obligations, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Grantor or Guarantor, Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against any other Grantor or Guarantor or any other Person or against any collateral security for the Secured Obligations or guaranty for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any other Grantor or Guarantor or any other Person or to realize upon any such collateral security or guaranty or to exercise any such right of offset, or any release of any other Grantor or Guarantor or any other Person or any such collateral security, guaranty or right of offset, shall not relieve any Grantor or Guarantor of any obligation or Liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Agent or any other Secured Party against any Grantor or Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

8.18 Reinstatement. Each Grantor and Guarantor agrees that, if any payment made by any Loan Party or other Person and applied to the Secured Obligations or the Guaranteed Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the Proceeds of any Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Grantor or Guarantor, under any applicable bankruptcy law, state or federal law, common law or equitable cause, then, to the extent such payment or repayment is annulled, avoided, set aside, rescinded, invalidated, refunded, repaid or returned, any Lien or other Collateral securing such liability with respect to the Secured Obligations and any guarantee herein securing the Guaranteed Obligations shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (i) any Lien or other Collateral securing such Grantor’s Secured Obligations or Guarantor’s Guaranteed Obligations shall have been released or terminated by virtue of the foregoing or (ii) any provision of the guaranty hereunder shall have been terminated, cancelled or surrendered in connection with the foregoing payment, such Lien, other Collateral, guaranty or other provision shall be reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral securing, or any such Guarantor in respect of any guaranty guaranteeing such obligation or the amount of such payment. This Section 8.18 shall survive the termination of this Agreement pursuant to Section 8.16 or otherwise. The provisions in this Section 8.18 shall survive Payment in Full of all Secured Obligations and of all Guaranteed Obligations, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral, and termination of this Agreement.

8.19 Independent Obligations. The obligations of each Grantor and each Guarantor hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations. During the continuance of any Event of Default, Agent may, at its sole election, proceed directly and at once, without notice, against any Grantor, any Guarantor and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation (as applicable) then due, without first

proceeding against any other Grantor, any Guarantor, any other Loan Party or any other Collateral or any guaranty and without first joining any other Grantor, any other Guarantor or any other Loan Party in any proceeding.

8.20 No Waiver by Course of Conduct. No Secured Party shall by any act (except by a written signed instrument by the required Persons pursuant to Section 8.1 hereof and Section 6.6 of the Facility Agreement), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder or under any other Loan Document shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder or any other Loan Document on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

8.21 Intercreditor Agreement. This Agreement is subject, in the manner and the extent, to the terms set forth in the Intercreditor Agreement. Any Collateral held by (or in the possession or control of) the ABL Agent (or its agents or bailees) shall be held as agent and bailee for security and Lien perfection purposes in favor of Agent (for the benefit of the Secured Parties) in accordance with the terms of the Intercreditor Agreement and the Loan Documents.

8.22 Relation to Other Loan Documents. The provisions of this Agreement shall be read and construed with the other Loan Documents referred to below in the manner so indicated. The provisions of any Copyright Security Agreement(s), Trademark Security Agreement(s), and Patent Security Agreement(s) are supplemental to the provisions of this Agreement, and nothing contained in any Copyright Security Agreement(s), Trademark Security Agreement(s), or Patent Security Agreement(s) shall limit any of the rights or remedies of Agent hereunder. In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.

8.23 Amendment and Restatement; Continuation of Obligations and Liens; No Novation.

(a) This Agreement does not extinguish the outstanding obligations of the Grantors evidenced by the Existing Guaranty and Security Agreement or discharge or release any Lien or security interest or any other security under the Existing Loan Documents or the Loan Documents, all of which obligations, Liens and security interests continue under this Agreement and the other Loan Documents (in each case, as expanded, increased and enlarged hereby, as applicable). Nothing herein contained shall be construed as a substitution or novation of the original obligations or other obligations (including, without limitation, any “Guaranteed Obligations” or “Secured Obligations”) under the Existing Guaranty and Security Agreement, which shall remain in full force and effect, except as amended hereby and by the other Loan Documents, and shall continue at all times under this Agreement, as amended hereby and thereby.

(b) All of the security interests, Liens and collateral granted under the Existing Guaranty and Security Agreement are hereby reaffirmed, ratified and confirmed in all respects and all parties hereto agree that such security interests, Liens and collateral continue under this Agreement.

(c) Each Grantor acknowledges and confirms that, as of the Agreement Date, it has no defense, set off, claim or counterclaim arising on or prior to the Agreement Date against any of the Secured Parties with regard to the indebtedness, liabilities and obligations created under the Existing Guaranty and Security Agreement and the Liens and security interests granted pursuant to the Existing Loan Documents

to secure the indebtedness, liabilities and obligations (including, without limitation, the “Guaranteed Obligations”, the “Secured Obligations” and the “Obligations,” as applicable) of the Grantors to the Secured Parties under the Existing Guaranty and Security Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Grantors to the Secured Parties) includes, without limitation, the indebtedness, liabilities and obligations of the Guarantors under this Agreement, as the same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 8.23. From and after the date hereof, all references in the Loan Documents to the “Guaranty and Security Agreement” shall be deemed to refer to this Agreement. From and after the date hereof, all references in the Loan Documents to (i) a “Guarantor” or the “Guarantors” shall be deemed to refer to the defined terms “Guarantor” or the “Guarantors” (as applicable) under this Agreement, (ii) the “Guaranteed Obligations” shall be deemed to refer to the defined term “Guaranteed Obligations” under this Agreement and (iii) the “Secured Obligations” shall be deemed to refer to the defined term “Secured Obligations” under this Agreement. Cross-references in the Loan Documents to particular section numbers in the Existing Guaranty and Security Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.

(d) The provisions of Sections 6.29, 6.30 and 6.31 of the Facility Agreement are incorporated herein mutatis mutandis.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.


GRANTORS AND GUARANTORS:	ENDOLOGIX, INC.,
	a Delaware corporation, as Grantor and Guarantor

	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Chief Financial Officer

	CVD/RMS ACQUISITION CORP.,
	a Delaware corporation, as Grantor and Guarantor

	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Chief Financial Officer and Secretary

	NELLIX, INC.,
	a Delaware corporation, as Grantor and Guarantor

	By:	/s/ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Chief Financial Officer and Secretary

	TRIVASCULAR TECHNOLOGIES, INC.,
	a Delaware corporation, as Grantor and Guarantor

	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Chief Financial Officer and Secretary

[Signature Page to Amended and Restated Guaranty and Security Agreement]


GRANTORS AND GUARANTORS CONTINUED:	TRIVASCULAR, INC.,
	a California corporation, as Grantor and Guarantor

	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Chief Financial Officer and Secretary

	ENDOLOGIX CANADA, LLC,
	a Delaware limited liability company, as Grantor and Guarantor

	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Chief Financial Officer and Secretary

	TRIVASCULAR SALES LLC,
	a Texas limited liability company, as Grantor and Guarantor

	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Chief Financial Officer and Secretary

	RMS/ENDOLOGIX SIDEWAYS MERGER CORP.,
	a Delaware corporation, as Grantor and Guarantor

	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title: Chief Financial Officer and Secretary

[Signature Page to Amended and Restated Guaranty and Security Agreement]


AGENT:	DEERFIELD PRIVATE DESIGN FUND IV, L.P., as Agent

	By: Deerfield Mgmt IV, L.P., General Partner

	By: ▇.▇. ▇▇▇▇▇ Capital IV, LLC, General Partner

	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇
	Title:	Authorized Signatory

[Signature Page to Amended and Restated Guaranty and Security Agreement]

ANNEX I

FORM OF JOINDER TO GUARANTY AND SECURITY AGREEMENT

This JOINDER AGREEMENT (this “Agreement”) dated as of [ ], 20[ ] is executed by the undersigned in favor of Deerfield Private Design Fund IV, L.P., as Agent, for the benefit of the Secured Parties in connection with that certain Amended and Restated Guaranty and Security Agreement dated as of August 9, 2018, by and among Agent and the Guarantors and Grantors party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined in the Guaranty and Security Agreement, or if not defined therein, in the Facility Agreement (as defined therein).

Each Person signatory hereto is required to execute this Agreement pursuant to Section 8.15 of the Guaranty and Security Agreement.

In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each such Person hereby agrees as follows:

1. Each such Person assumes all the obligations of a Grantor and a Guarantor under the Guaranty and Security Agreement and agrees that such Person is a Grantor and a Guarantor and bound as a Grantor and a Guarantor under the terms of the Guaranty and Security Agreement, as if it had been an original signatory to such agreement. In furtherance of the foregoing, such Person hereby mortgages, pledges, assigns, hypothecates and transfers to Agent, for the benefit of the Secured Parties, and hereby grants to Agent, for the benefit of the Secured Parties, a Lien on and security interest in all of its Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. For the avoidance of doubt, the Collateral does not include any Excluded Property.

2. Schedules 1, 1A, 2, 3, 4, 5, 6, 7, 8, 9 and 10 of the Guaranty and Security Agreement are hereby amended to add the information relating to each such Person set out on Schedules 1, 1A, 2, 3, 4, 5, 6, 7, 8, 9 and 10, respectively, hereof. Each such Person hereby makes to Agent and the other Secured Parties the representations and warranties set forth in the Guaranty and Security Agreement applicable to such Person and the applicable Collateral and confirms that such representations and warranties are true and correct in all material respects (without duplication of any materiality qualifier) as of the date hereof after giving effect to such amendment to such Schedules (except to the extent stated to relate to a specific earlier date, in which case, as of such earlier date).

3. In furtherance of its obligations under Section 5.2 of the Guaranty and Security Agreement, each such Person agrees to deliver to Agent appropriately complete UCC financing statements naming such Person as debtor and Agent as secured party, and describing its Collateral and such other documentation as Agent (or its successors or assigns) may require to evidence, protect and perfect the Liens created by the Guaranty and Security Agreement, as modified hereby. Each such Person acknowledges the authorizations given to Agent and its Related Parties and their counsel under the Section 5.9 of the Guaranty and Security Agreement and otherwise.

4. Each such Person’s address for notices under the Guaranty and Security Agreement shall be the address of the Borrower set forth in the Facility Agreement and each such Person hereby appoints the Borrower as its agent to receive notices hereunder.

5. Agent acknowledges that upon the effectiveness of this Agreement, the undersigned shall have the rights of a Grantor and Guarantor under the Guaranty and Security Agreement.

6. This Agreement shall be deemed to be part of, and a modification to, the Guaranty and Security Agreement and shall be governed by all the terms and provisions of the Guaranty and Security Agreement, with respect to the modifications intended to be made to such agreement, which terms are incorporated herein by reference, are ratified and confirmed and shall continue in full force and effect as valid and binding agreements of each such person or entity enforceable against such Person, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally. Each such Person hereby waives notice of Agent’s acceptance of this Agreement. Each such Person will deliver an executed original of this Agreement to Agent. This Agreement may be executed in several counterparts, and by each Party on separate counterparts, each of which and any photocopies, facsimile copies and other electronic methods of transmission thereof shall be deemed an original, but all of which together shall constitute one and the same agreement.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.


[add signature block for each new Grantor]
[ ], a [ ], as a Grantor and Guarantor

By:
Name:

Acknowledged and agreed to as of the year and date first written above:

AGENT:

DEERFIELD PRIVATE DESIGN FUND IV, L.P., as Agent

By: Deerfield Mgmt IV, L.P., General Partner

By: ▇.▇. ▇▇▇▇▇ Capital IV, LLC, General Partner

By:
Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:		President

SCHEDULE 1

PLEDGED EQUITY AND PLEDGED DEBT INSTRUMENTS

Pledged Equity:

Grantor
(owner of
Record of
such Pledged
Equity)

Issuer

Par Value

No. of
Shares,
Units or
Interests
Owned

Total
Shares,
Units or
Interests
Authorized
and
Outstanding

Percentage
of Shares, Units or
Interests Owned

Certificate
(Indicate
No.)

Endologix, Inc.

Nellix, Inc.

$0.001

100 Shares

1,000 Shares Authorized; 100 Shares Outstanding

100%

Endologix, Inc.

CVD/RMS Acquisition Corp.

$0.001

100 Shares

100 Shares Authorized and Outstanding

100%

Endologix, Inc.

RMS/Endologix Sideways Merger Corp.

$0.001

100 Shares

100 Shares Authorized and Outstanding

100%

Com-1

Endologix, Inc.

TriVascular Technologies, Inc.

$0.001

100 Shares

1,000 Shares Authorized; 100 Shares Outstanding

100%

Endologix, Inc.

ELGX International Holdings GP

N.A.

Unspecified Number of Partnership Interests

100%

N.A.

Endologix, Inc.

Endologix Bermuda L.P.

N.A.

Unspecified Number of Partnership Interests

99%

N.A.

Grantor
(owner of
Record of
such Pledged
Equity)

Issuer

Par Value

No. of
Shares,
Units or
Interests
Owned

Total
Shares,
Units or
Interests
Authorized
and
Outstanding

Percentage
of Shares, Units or
Interests Owned

Certificate

(Indicate
No.)

ELGX International Holdings GP

Endologix Bermuda L.P.

N.A.

Unspecified Number of Partnership Interests

N.A.

Endologix, Inc.

Endologix Singapore Private Limited

N.A.

Unspecified Number of Company Interests

100%

N.A.

Endologix, Inc.

Endologix New Zealand Co.

N.A.

Unspecified Number of Company Interests

100%

N.A.

Endologix, Inc.

ELGX South Korea Ltd

N.A.

Unspecified Number of Company Interests

100%

N.A.

TriVascular Technologies, Inc.

TriVascular,Inc.

$0.01

100 Shares

100 Shares Authorized and Outstanding

100%

CS-4

TriVascular, Inc.

TriVascular Sales LLC

N.A.

1,000 Units of Membership Interests

100%

N.A.

TriVascular, Inc.

TriVascular
Germany
GmbH

N.A.

Unspecified number of Company Interests

100%

N.A.

TriVascular, Inc.

TriVascular
Switzerland
Sarl

N.A.

Unspecified number of Company Interests

100%

N.A.

TriVascular,

Endologix

N.A.

1,000 Units of Membership

1,000 Units of

100%

N.A.

Grantor
(owner of
Record of
such Pledged
Equity)

Issuer

Par
Value

No. of
Shares,
Units or
Interests
Owned

Total
Shares,
Units or
Interests
Authorized
and
Outstanding

Percentage
of Shares, Units or
Interests Owned

Certificate
(Indicate
No.)

Inc.

Canada, LLC

Interests

Membership Interests

TriVascular, Inc.

TriVascular, Inc.
Italia Sarl

N.A.

Unspecified Number of Company Interests

100%

N.A.

Endologix Bermuda L.P.

Endologix International Holdings B.V.

N.A.

Unspecified Number of Company Interests

100%

N.A.

Endologix International Holdings B.V.

Endologix Poland spolkda z ograniczona odpowiedzialnoscia

N.A.

Unspecified Number of Company Interests

100%

N.A.

Endologix International Holdings B.V.

Endologix Italia Sarl

N.A.

Unspecified Number of Company Interests

100%

N.A.

Endologix International Holdings B.V.

Endologix International B.V.

N.A.

Unspecified Number of Company Interests

100%

N.A.

Pledged Debt Instruments:


Grantor (owner of Record of such Pledged Debt Instrument)	Issuer	Description of Debt	Final Maturity	Principal Amount	Certificate (Indicate No.)
N.A.

SCHEDULE 1A

PLEDGED INVESTMENT PROPERTY


*Name of Issuer*	*Description and Value of Security*	*Loan Party/Subsidiary*
Cianna Medical, Inc.	8,677 Shares of Series A Preferred Stock	Endologix, Inc.

See Schedule 1.

SCHEDULE 2

FILINGS AND PERFECTION

To be attached.

FIRST SUPPLEMENT TO TRADEMARK SECURITY AGREEMENT

This FIRST SUPPLEMENT TO TRADEMARK SECURITY AGREEMENT (this “Supplement”) made as of August 9, 2018, by Endologix, Inc., a Delaware corporation (“Endologix” or “Borrower”), and TriVascular, Inc., a Delaware corporation (“TriVascular”; TriVascular and Endologix are each individually a “Grantor” and collectively “Grantors”), in favor of Deerfield Private Design Fund IV, L.P., in its capacity as Agent for the Secured Parties (each as defined in the Facility Agreement referenced below) (in such capacity, “Grantee”):

W I T N E S S E T H

WHEREAS, Borrower, the other Loan Parties (including TriVascular) from time to time party thereto, the financial institutions from time to time party thereto as Lenders and Grantee have entered into that certain Amended and Restated Facility Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Facility Agreement”), pursuant to which Grantee and the Lenders have agreed, subject to the terms and conditions thereof, to make certain loans to, and other credit accommodations in favor of, Borrower (collectively, the “Loans”).

WHEREAS, pursuant to the terms of that certain Amended and Restated Guaranty and Security Agreement dated as of the date hereof, by and among Grantee, Grantors and the other Loan Parties from time to time party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”), Grantors have granted to Grantee, for its benefit and the benefit of the other Secured Parties, a security interest and Lien upon substantially all assets (including the Collateral) of Grantors, including all right, title and interest of Grantors in, to and under all now owned and hereafter acquired (a) trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, service marks, logos and other source or business identifiers of each Grantor, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof(all of the foregoing in clauses (a) and (b), collectively, together with “Trademarks” as defined in the Guaranty and Security Agreement, “Trademarks”), together with the goodwill of the business symbolized by Grantors’ Trademarks, and all income, royalties, damages and payments with respect to the foregoing, to secure the payment of all Secured Obligations, in each case other than Excluded Property.

WHEREAS, Grantors and Grantee are parties to that certain Trademark Security Agreement, dated April 3, 2017 (as the same heretofore may have been and hereafter may be amended, restated, supplemented or otherwise modified from time to time, the “Trademark Security Agreement”).

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Grantors agree to supplement the Trademark Security Agreement as follows:

(e) Incorporation of Facility Agreement, Guaranty and Security Agreement and Trademark Security Agreement. The representations and warranties contained in the Facility Agreement, the Guaranty and Security Agreement and the Trademark Security Agreement to the extent applicable to Grantors are hereby incorporated herein in their entirety by this reference thereto. The provisions of Sections 1.2 and 6.4 of the Facility Agreement are incorporated herein by reference thereto mutatis mutandis. Unless otherwise noted herein, all capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Guaranty and Security Agreement, or if not defined therein, in the Facility Agreement. In the event of a conflict between a provision of the Guaranty and Security Agreement and a provision of this Supplement (or the Trademark Security Agreement as amended and/or supplemented by this Supplement), the provision of the Guaranty and Security Agreement shall control.

(f) Grant and Reaffirmation of Grant of Security Interests. To secure the payment of the Secured Obligations, Grantors hereby grant to Grantee, for its benefit and the benefit of the other Secured Parties, and hereby reaffirm their prior grant pursuant to the Guaranty and Security Agreement and the Trademark Security Agreement of, a continuing Lien on and security interest in Grantors’ entire right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Trademark Collateral”), whether now owned or existing or hereafter created, acquired or arising:

each Trademark listed on Schedule A annexed hereto and all other Trademarks, together with any reissues, continuations or extensions thereof, all of the goodwill of the business connected with the use of, and symbolized by, each such Trademark, and all proceeds and products with respect to the foregoing; and

all income, royalties, damages and payments relating to the foregoing, including without limitation, damages payable with respect to any claim by Grantors against third parties for past, present or future (i) infringement or dilution of each such Trademark, or (ii) injury to the goodwill associated with each such Trademark, and all proceeds and products with respect to the foregoing.

Notwithstanding the foregoing, no Trademark Collateral shall include any Excluded Property.

(g) Incorporation of the Trademark Security Agreement. The terms and provisions of the Trademark Security Agreement are hereby incorporated by reference, and this Supplement shall be considered an amendment and supplement to and part of the Trademark Security Agreement, all of the provisions of which Trademark Security Agreement are and remain in full force and effect. Any reference after the date hereof in any Loan Document to the Trademark Security Agreement shall be a reference to the Trademark Security Agreement as amended and supplemented by this Supplement.

(h) Reaffirmation of Obligations. Each Grantor hereby reaffirms its obligations (including, without limitation, the Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and any Exit Payment)) under the Trademark Security Agreement, the Guaranty and Security Agreement and all other Loan Documents. Each Grantor hereby further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Trademark Security Agreement, the Security Agreement or any other Loan Document, to Grantee

(for the benefit of the Secured Parties), as collateral security for the obligations (including, without limitation, the Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and any Exit Payment)) under the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens and security interests, and all Collateral (including, without limitation, the Trademark Collateral (as defined in the Trademark Security Agreement)) heretofore pledged as security for such obligations (including, without limitation, the Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and any Exit Payment)), continue to be and remain collateral for such obligations (including, without limitation, the Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and any Exit Payment)) from and after the date hereof.

(i) Ratification. Each Grantor hereby restates, ratifies and reaffirms each and every term and condition set forth in the Trademark Security Agreement effective as of the date hereof and as amended hereby.

(j) Governing Law. This Supplement is governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed in such State.

(k) Counterparts. This Supplement may be executed in several counterparts, and by each Party on separate counterparts, each of which and any photocopies, facsimile copies and other electronic methods of transmission thereof shall be deemed an original, but all of which together shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, each Grantor has duly executed this Supplement as of the date first written above.


ENDOLOGIX, INC.

By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:		Chief Financial Officer

First Supplement to Trademark Security Agreement

IN WITNESS WHEREOF, each Grantor has duly executed this Supplement as of the date first written above.


TRIVASCULAR, INC.

By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:		Chief Financial Officer and Secretary

First Supplement to Trademark Security Agreement

Agreed and accepted as of

the date first written above:

DEERFIELD PRIVATE DESIGN FUND IV, L.P., as Agent and Grantee

By: Deerfield Mgmt IV, L.P., General Partner

By: ▇.▇. ▇▇▇▇▇ Capital IV, LLC, General Partner

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Authorized Signatory

First Supplement to Trademark Security Agreement

SCHEDULE A

▇▇▇▇

Application No.

Application Date

Registration No.

Registration

Date

Status of

▇▇▇▇

Owner/

Applicant

DURAPLY

86362822

8/11/14

5433696

3/27/18

Registered

Endologix, Inc.

EVAS FORWARD

86116940

11/12/13

5306786

10/10/17

Registered

Endologix, Inc.

▇▇▇▇

85857988

2/22/13

5296578

9/26/17

Registered

Endologix, Inc.

ANGIOTIP

85767055

10/30/12

5205176

5/16/17

Registered

Endologix, Inc.

ACTIVESEAL

85518608

1/17/12

5396605

2/6/18

Registered

Endologix, Inc.

OVATION ALTO

86047894

8/26/13

5195890

5/2/17

Registered

TriVascular, Inc.

DESIGN ONLY

86854470

12/18/18

N/A

Published (Pending) –

Intent to Use

Endologix, Inc.

ALLEGRO

86758465

9/16/15

N/A

Published (Pending) –

Intent to Use

TriVascular, Inc.

▇▇▇▇▇

87116482

7/26/16

N/A

Pending

(Intent to use)

Endologix, Inc.

First Supplement to Trademark Security Agreement

FIRST SUPPLEMENT TO PATENT SECURITY AGREEMENT

This FIRST SUPPLEMENT TO PATENT SECURITY AGREEMENT (this “Supplement”) made as of August 9, 2018, by Endologix, Inc., a Delaware corporation (“Endologix” or “Borrower”), Nellix, Inc., a Delaware corporation (“Nellix”), TriVascular, Inc., a Delaware corporation (“TriVascular”; TriVascular, Endologix and Nellix are each individually a “Grantor” and collectively “Grantors”), in favor of Deerfield Private Design Fund IV, L.P., in its capacity as Agent for the Secured Parties (each as defined in the Facility Agreement referenced below) (in such capacity, “Grantee”):

W I T N E S S E T H

WHEREAS, Borrower, the other Loan Parties (including Nellix and TriVascular) from time to time party thereto, the financial institutions from time to time party thereto as Lenders and Grantee have entered into that certain Amended and Restated Facility Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Facility Agreement”), pursuant to which Grantee and the Lenders have agreed, subject to the terms and conditions thereof, to make certain loans to, and other credit accommodations in favor of, Borrower (collectively, the “Loans”).

WHEREAS, pursuant to the terms of that certain Amended and Restated Guaranty and Security Agreement dated as of the date hereof, by and among Grantee, Grantors and the other Loan Parties from time to time party thereto (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”), Grantors have granted to Grantee, for its benefit and the benefit of the other Secured Parties, a security interest and Lien upon substantially all assets (including the Collateral) of Grantors, including all right, title and interest of Grantors in, to and under all now owned and hereafter acquired (a) letters patent of the United States or any political subdivision thereof of each Grantor, all reissues and extensions thereof and all goodwill associated therewith, (b) applications for letters patent of the United States and all divisions of each Grantor, continuations and continuations-in-part thereof and (c) rights to, and the rights to obtain any reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions of all the foregoing (all of the foregoing in clauses (a), (b) and (c), collectively, together with all “Patents” as defined in the Guaranty and Security Agreement, “Patents”), together with the goodwill of the business symbolized by Grantors’ Patents, and all income, royalties, damages and payments with respect to the foregoing, to secure the payment of all Secured Obligations, in each case other than Excluded Property.

WHEREAS, Grantors and Grantee are parties to a certain Patent Security Agreement dated April 3, 2017 (as the same heretofore may have been and hereafter may be amended, restated, supplemented or otherwise modified from time to time, the “Patent Security Agreement”).

1. Incorporation of Facility Agreement, Guaranty and Security Agreement and Patent Security Agreement. The representations and warranties contained in the Facility Agreement, the Guaranty and Security Agreement and the Patent Security Agreement to the extent applicable to Grantors are hereby incorporated herein in their entirety by this reference thereto. The provisions of Sections 1.2 and 6.4 of the Facility Agreement are incorporated herein by reference thereto mutatis mutandis. Unless otherwise noted herein, all capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Guaranty and Security Agreement, or if not defined therein, in the Facility Agreement. In the event of a conflict between a provision of the Guaranty and Security Agreement and a provision of this Supplement (or the Patent Security Agreement as amended and/or supplemented by this Supplement), the provision of the Guaranty and Security Agreement shall control.

2. Grant and Reaffirmation of Grant of Security Interests. To secure the payment of the Secured Obligations, Grantors grant to Grantee, for its benefit and the benefit of the other Secured Parties, and hereby reaffirm their prior grant pursuant to the Guaranty and Security Agreement and the Patent Security Agreement of, a continuing Lien on and security interest in Grantors’ entire right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “Patent Collateral”), whether now owned or existing or hereafter created, acquired or arising:

(a) each Patent listed on Schedule A annexed hereto and all other Patents, together with any reissues, reexaminations, continuations, continuations-in-part, divisionals, renewals and extensions thereof, all of the goodwill of the business connected with the use of, and symbolized by, each such Patent, and all proceeds and products with respect to the foregoing; and

(b) all income, royalties, damages and payments at any time due or payable or asserted under and with respect to the foregoing, including without limitation, damages payable with respect to any claim by Grantors against third parties for past, present or future (i) infringement or dilution of each such Patent, or (ii) injury to the goodwill associated with each such Patent, and all proceeds and products with respect to the foregoing.

Notwithstanding the foregoing, no Patent Collateral shall include any Excluded Property.

3. Incorporation of the Patent Security Agreement. The terms and provisions of the Patent Security Agreement are hereby incorporated by reference and this Supplement shall be considered an amendment and supplement to and part of the Patent Security Agreement, all of the provisions of which Patent Security Agreement are and remain in full force and effect. Any reference after the date hereof in any Loan Document to the Patent Security Agreement shall be a reference to the Patent Security Agreement as amended and supplemented by this Supplement.

4. Reaffirmation of Obligations. Each Grantor hereby reaffirms its obligations (including, without limitation, the Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and any Exit Payment)) under the Patent Security Agreement, the Guaranty and Security Agreement and all other Loan Documents. Each Grantor hereby further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests

heretofore granted, pursuant to and in connection with the Patent Security Agreement, the Security Agreement or any other Loan Document, to Grantee (for the benefit of the Secured Parties), as collateral security for the obligations (including, without limitation, the Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and any Exit Payment)) under the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens and security interests, and all Collateral (including, without limitation, the Patent Collateral (as defined in the Patent Security Agreement)) heretofore pledged as security for such obligations (including, without limitation, the Obligations (including any Non-Callable Make Whole Amount, any CoC Fee and any Exit Payment)), continue to be and remain collateral for such obligations (including, without limitation, the Obligations(including any Non-Callable Make Whole Amount, any CoC Fee and any Exit Payment)) from and after the date hereof.

5. Ratification. Each Grantor hereby restates, ratifies and reaffirms each and every term and condition set forth in the Patent Security Agreement effective as of the date hereof and as amended hereby.

6. Governing Law. This Supplement is governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed in such State.

7. Counterparts. This Supplement may be executed in several counterparts, and by each Party on separate counterparts, each of which and any photocopies, facsimile copies and other electronic methods of transmission thereof shall be deemed an original, but all of which together shall constitute one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, each Grantor has duly executed this Supplement as of the date first written above.


ENDOLOGIX, INC.

By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:		Chief Financial Officer