Exhibit 10.1


 


EXECUTION COPY


 


THIRD AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT


 


Dated as of June 28, 2021


 


Among


 


GWG DLP Funding IV, LLC,


as Borrower


 


THE FINANCIAL INSTITUTIONS PARTY HERETO,


as Lenders


 


And


 


CLMG CORP.,


 


as Administrative Agent


 




     


    


    

 


TABLE
OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I DEFINITIONS	2
	 	 	 
	Section 1.1	Defined Terms	2
	 	 	 
	Section 1.2	Other Definitional Provisions	2
	 	 	 
	Section 1.3	Other Terms	2
	 	 	 
	Section 1.4	Computation of Time Periods	2
	 	 	 
	ARTICLE II THE LENDERS’ COMMITMENTS, BORROWING PROCEDURES, SECURITY INTEREST AND LENDER NOTES	3
	 	 	 
	Section 2.1	Lenders’ Commitments	3
	 	 	 
	Section 2.2	Borrowing Procedures	4
	 	 	 
	Section 2.3	Funding	5
	 	 	 
	Section 2.4	Representation and Warranty	7
	 	 	 
	Section 2.5	Lender Notes	7
	 	 	 
	Section 2.6	Security Interest	8
	 	 	 
	Section 2.7	Sale or Other Transfer of Collateral	9
	 	 	 
	Section 2.8	Permitted Purposes	10
	 	 	 
	Section 2.9	Closing Fee and other Fees	11
	 	 	 
	ARTICLE III INTEREST; INTEREST PERIODS; FEES, ETC.	12
	 	 	 
	Section 3.1	Interest Rates	12
	 	 	 
	Section 3.2	Interest Payment Dates	12
	 	 	 
	Section 3.3	Fees	12
	 	 	 
	Section 3.4	Computation of Interest and Fees	12
	 	 	 
	ARTICLE IV PAYMENTS; PREPAYMENTS	13
	 	 	 
	Section 4.1	Repayments and Prepayments	13
	 	 	 
	Section 4.2	Prepayment Premium and Yield Maintenance Fee	14
	 	 	 
	Section 4.3	Making of Payments	14
	 	 	 
	Section 4.4	Due Date Extension	14
	 	 	 
	ARTICLE V ACCOUNTS; DISTRIBUTION OF COLLECTIONS	15
	 	 	 
	Section 5.1	Accounts	15
	 	 	 
	Section 5.2	Application of Available Amounts	17
	 	 	 
	Section 5.3	Permitted Investments	21



 






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	ARTICLE VI INCREASED COSTS, ETC.	22
	 	 	 
	Section 6.1	Increased Costs	22
	 	 	 
	Section 6.2	Funding Losses	23
	 	 	 
	Section 6.3	Withholding Taxes	23
	 	 	 
	ARTICLE VII CONDITIONS TO BORROWING	24
	 	 	 
	Section 7.1	Conditions Precedent to each Ongoing Maintenance Advance	24
	 	 	 
	Section 7.2	Conditions Precedent to each Additional Policy Advance	25
	 	 	 
	Section 7.3	Lender Valuation	25
	 	 	 
	Section 7.4	Conditions Precedent to Third A&R Advance	26
	 	 	 
	Section 7.5	Conditions Precedent to the Closing and the First Initial Advance	30
	 	 	 
	Section 7.6	Conditions Precedent to the Second Initial Advance	34
	 	 	 
	Section 7.7	Conditions Precedent to First Advance Following the Amended and Restated Closing Date	37
	 	 	 
	Section 7.8	Conditions Precedent to Second A&R Advance	42
	 	 	 
	Section 7.9	Release	46
	 	 	 
	Section 7.10	Additional Representations and Warranties (Third A&R Advance)	47
	 	 	 
	ARTICLE VIII REPRESENTATIONS AND WARRANTIES	47
	 	 	 
	Section 8.1	Representations and Warranties of the Borrower	47
	 	 	 
	ARTICLE IX COVENANTS 	54
	 	 	 
	Section 9.1	Affirmative Covenants	54
	 	 	 
	Section 9.2	Negative Covenants	64
	 	 	 
	ARTICLE X EVENTS OF DEFAULT; REMEDIES	67
	 	 	 
	Section 10.1	Events of Default	67
	 	 	 
	Section 10.2	Remedies	70
	 	 	 
	ARTICLE XI INDEMNIFICATION	72
	 	 	 
	Section 11.1	General Indemnity	72
	 	 	 
	ARTICLE XII ADMINISTRATIVE AGENT	73
	 	 	 
	Section 12.1	Appointment	73
	 	 	 
	Section 12.2	Delegation of Duties	74
	 	 	 
	Section 12.3	Exculpatory Provisions	74
	 	 	 
	Section 12.4	Reliance by the Administrative Agent	74
	 	 	 
	Section 12.5	Notice of Default	75
	 	 	 
	Section 12.6	Non-Reliance on the Administrative Agent and Other Lenders	75



 






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	Section 12.7	Indemnification	75
	 	 	 
	Section 12.8	The Administrative Agent in Its Individual Capacity	75
	 	 	 
	Section 12.9	Successor Administrative Agent	76
	 	 	 
	ARTICLE XIII MISCELLANEOUS	76
	 	 	 
	Section 13.1	Amendments, Etc	76
	 	 	 
	Section 13.2	Notices, Etc	76
	 	 	 
	Section 13.3	No Waiver; Remedies	77
	 	 	 
	Section 13.4	Binding Effect; Assignability; Term	77
	 	 	 
	Section 13.5	GOVERNING LAW; JURY TRIAL	78
	 	 	 
	Section 13.6	Execution in Counterparts	78
	 	 	 
	Section 13.7	Submission to Jurisdiction	78
	 	 	 
	Section 13.8	Costs and Expenses	78
	 	 	 
	Section 13.9	Severability of Provisions	79
	 	 	 
	Section 13.10	ENTIRE AGREEMENT	79
	 	 	 
	Section 13.11	Conflicts	79
	 	 	 
	Section 13.12	Confidentiality	79
	 	 	 
	Section 13.13	Limitation on Liability	80
	 	 	 
	Section 13.14	Relationship of Parties	80
	 	 	 
	Section 13.15	Amendment and Restatement	80


 


	SCHEDULES	 
	 	 
	SCHEDULE 2.1(a)	Lenders’ Commitments
	SCHEDULE 2.8	Payment Direction
	SCHEDULE 8.1(o)	Additional Policies
	SCHEDULE 8.1(s)	Account Information
	SCHEDULE 8.1(x)	Retained Death Benefit Policies
	SCHEDULE 9.1(jj)	Post-Closing Obligations
	SCHEDULE 13.2	Notice Addresses
	ELIGIBILITY CRITERIA EXCEPTION SCHEDULE	Eligibility Criteria Exceptions
	THIRD A&R POLICY SCHEDULE	Third A&R Policies
	 	 
	EXHIBITS	 
	 	 
	EXHIBIT A	Form of Borrowing Request
	EXHIBIT B	Form of Lender Note
	EXHIBIT C	Form of Assignment and Assumption Agreement
	EXHIBIT D	Form of Calculation Date Report
	EXHIBIT E	Form of Annual Budget
	EXHIBIT F	Form of Borrowing Base Certificate
	 	 
	 	 
	ANNEXES	 
	 	 
	ANNEX I	List of Defined Terms


 




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This THIRD AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT (this “Loan Agreement”) is made and entered into as of June 28, 2021, among GWG DLP Funding
IV, LLC, a Delaware limited liability company (the “Borrower”), the financial institutions party hereto as Lenders
(the “Lenders”), and CLMG Corp., a Texas corporation, as the administrative agent for the Lenders (in such capacity,
the “Administrative Agent”).


 


W I T N E S E T H:


 


WHEREAS, after the Borrower
has sought other financing alternatives and offered Lenders the right to match its most favorable terms obtained, the Borrower desires
that the Lenders agree to extend financing to the Borrower on the terms and conditions set forth herein.


 


WHEREAS, after the Borrower
has sought other financing alternatives and offered Lenders the right to match its most favorable terms obtained, the Lenders are willing
to provide such financing on the terms and conditions set forth in this Loan Agreement.


 


WHEREAS, after the Borrower
sought other financing alternatives and offered Lenders the right to match its most favorable terms obtained, the Borrower, the Lenders
and the Administrative Agent entered into that certain Second Amended and Restated Loan and Security Agreement, dated as of November 1,
2019 (as amended, restated, supplemented or as otherwise modified prior to the date hereof, the “Second Amended and Restated
Loan Agreement”), which amended and restated that certain Amended and Restated Loan and Security Agreement dated as of September
27, 2017 (the “Amended and Restated Loan Agreement”), which itself amended and restated that certain Loan and Security
Agreement, dated as of September 14, 2016 (the “Original Loan Agreement”).


 


WHEREAS, after the Borrower
has sought other financing alternatives and offered Lenders the right to match its most favorable terms obtained, the Borrower has requested
that the Lenders make the Third A&R Advance on the date hereof in amount equal to fifty-two million five hundred thousand dollars
($52,500,000) (the “Third A&R Advance Amount”), which will be used to pay (i) part of the purchase price of the Third
A&R Policies, (ii) the Third A&R Structuring Fee, (iii) any costs and expenses incurred by or on behalf of the Lenders and the
Administrative Agent in connection with the Third A&R Advance and this Loan Agreement (including, without limitation, attorneys’
fees and any fees of the Insurance Consultant), and (iv) any attorneys’ fees incurred by the Borrower in connection with the Third
A&R Advance and this Loan Agreement).


 


WHEREAS, after the Borrower
has sought other financing alternatives and offered Lenders the right to match its most favorable terms obtained, the Lenders are willing
to make the Third A&R Advance on the date hereof subject to the terms and conditions set forth herein (including, without limitation,
the requirement that the Third A&R Structuring Fee be paid concurrently with the making of the Third A&R Advance).


 




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WHEREAS, after the Borrower
has sought other financing alternatives and offered Lenders the right to match its most favorable terms obtained, the parties hereto also
desire to make certain changes to the Second Amended and Restated Loan Agreement.


 


WHEREAS, after the Borrower
has sought other financing alternatives and offered Lenders the right to match its most favorable terms obtained, the parties hereto wish
to amend and restate the Second Amended and Restated Loan Agreement in its entirety to reflect such changes.


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements herein contained, the parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1 Defined
Terms. Capitalized terms used and not otherwise defined in this Loan Agreement shall have the meanings given to them in the List
of Defined Terms attached hereto as Annex I.


 


Section 1.2 Other
Definitional Provisions.


 


(a) Unless
otherwise specified therein, all terms defined in this Loan Agreement have the meanings as so defined herein when used in the Lender Notes
or any other Transaction Document, certificate, report or other document made or delivered pursuant hereto.


 


(b) Each
term defined in the singular form in Annex I or elsewhere in this Loan Agreement shall mean the plural thereof when the plural form of
such term is used in this Loan Agreement, the Lender Notes or any other Transaction Document, and each term defined in the plural form
in Annex I or elsewhere in this Loan Agreement shall mean the singular thereof when the singular form of such term is used herein or therein.


 


(c) The
words “hereof,” “herein,” “hereunder” and similar terms when used in this Loan Agreement shall refer
to this Loan Agreement as a whole and not to any particular provision of this Loan Agreement, and article, section, subsection, schedule
and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to this Loan Agreement unless
otherwise specified.


 


Section 1.3 Other Terms.
All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC
as in effect in the applicable jurisdiction, and not specifically defined herein, are used herein as defined in such Article 9.


 


Section 1.4 Computation
of Time Periods. Unless otherwise stated in this Loan Agreement, in the computation of a period of time from a specified date to a
later specified date, the word “from” means “from and including” and the words “to” and “until”
each means “to but excluding.”


 




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ARTICLE II


 


THE LENDERS’ COMMITMENTS,
BORROWING PROCEDURES,

SECURITY INTEREST AND LENDER NOTES


 


Section 2.1 Lenders’
Commitments. (a) (i) On the terms and subject to the conditions set forth in the Original Loan Agreement, the Lenders made an Advance
pursuant to the Original Loan Agreement to the Borrower in the amount up to Seventy One Million Two Hundred Fifty Thousand Dollars ($71,250,000)
(the “First Initial Advance”) and a subsequent Advance in the amount of up to One Hundred One Million Fifty Thousand
Dollars ($101,050,000) (the “Second Initial Advance”; and together with the First Initial Advance, the “Initial
Advance”), and (ii) on the terms and subject to the conditions set forth in the Second Amended and Restated Loan Agreement,
the Lenders made the Second A&R Advance, in each case ((i) and (ii), above), for the purposes set forth in Section 2.8(a);
provided, however that (i) subject to Section 2.1(d) of this Loan Agreement, the aggregate principal amount of all
Advances (other than, prior to the Conversion Date, the Third A&R Advance) from time to time outstanding under this Loan Agreement
(including any Protective Advances) shall not exceed the Borrowing Base and (ii) no Lender shall be obligated to make any Advance to the
Borrower to the extent that the aggregate outstanding amount of such Advances made by such Lender hereunder exceeds such Lender’s
Commitment as set forth in Schedule 2.1(a), as the same is amended (or deemed amended) from time to time by Assignment and Assumption
Agreements executed as provided in Section 13.4 of this Loan Agreement, nor shall any Lender be obligated to make any Advance required
to be made by any other Lender.


 


(b) So
long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below,
and subject to the conditions set forth in this Loan Agreement, the Lenders shall make Ongoing Maintenance Advances to the Borrower.


 


(c) So
long as the Borrower has requested the same pursuant to a Borrowing Request delivered to the Administrative Agent as set forth below and
subject to the conditions set forth in this Loan Agreement, the Lenders may make Additional Policy Advances to the Borrower in amounts
determined by the Lenders in their sole and absolute discretion; provided, however, that subject to Section 2.1(d)
of this Loan Agreement, the aggregate principal amount of all Advances (other than, prior to the Conversion Date, the Third A&R Advance)
outstanding under this Loan Agreement (including any Protective Advances) shall not exceed the Borrowing Base.


 




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(d) Without
regard to the Borrowing Base and without any Borrowing Request, the Lenders shall be entitled to make Advances on behalf of the Borrower
as the Lenders determine in their sole and absolute discretion are necessary in order to make premium payments and to pay other costs
and expenses to ensure that one or more Pledged Policies selected by the Lenders in their sole and absolute discretion, other than Policies
that are sold as contemplated by Section 2.7 of this Loan Agreement, remain in full force and effect, as determined by the Lenders
in their sole and absolute discretion (such Advances, together with any Advances made from time to time by the Lenders hereunder to pay
any costs and expenses in defending the Collateral against any lawsuits or in any other proceedings (including attorneys’ fees)
and any Advances made from time to time by the Lenders hereunder after and during the continuance of an Unmatured Event of Default or
an Event of Default shall collectively be referred to herein as “Protective Advances”). Notwithstanding anything herein
to the contrary, with respect to any Protective Advance, such Protective Advance may be made by the Lenders even if such Protective Advance,
when taken together with the outstanding balance of all previous Advances, would cause the aggregate outstanding balance of the Advances
to exceed the Borrowing Base as of the date of such Protective Advance. Furthermore, notwithstanding anything herein to the contrary,
it is understood that with respect to the making of each of the First Initial Advance and the Second Initial Advance, the aggregate principal
amount of all Advances outstanding under this Loan Agreement after the making of such Advance (including any Protective Advances) may
have exceeded the Borrowing Base so long as all other conditions precedent to the making of such Advance were satisfied.


 


Section 2.2 Borrowing
Procedures.


 


(a) The
Borrower requested each of the First Initial Advance and the Second Initial Advance hereunder by giving notice to the Administrative Agent
of the proposed borrowing. Such notice (herein called a “Borrowing Request”) was in the form of Exhibit A and with
respect to the Borrowing Request related to the First Initial Advance, was permitted to have been prepared and delivered by the Borrower
up to five (5) Business Days before the date of execution of the Original Loan Agreement such that the related Proposed First Initial
Advance Notice and First Initial Advance Acceptance may have been executed concurrently with the Original Loan Agreement. The Borrowing
Request for each of the First Initial Advance and the Second Initial Advance (i) specified the date and aggregate amount of the proposed
First Initial Advance or Second Initial Advance, as applicable, (ii) identified the Subject Policies proposed to be pledged hereunder
in connection with such Advance and confirmed that the related Collateral Packages had been uploaded to the FTP Site, (iii) contained
a statement of the amount of payments anticipated to be made to the equity holders of the Borrower with the proceeds of such Advance and
the amount of such Advance that was deposited into the Reserve Account and (iv) attached a Borrowing Base Certificate, signed by an officer
of the Borrower.


 


(b) The
Borrower may request an Ongoing Maintenance Advance hereunder by delivering a fully executed and completed Borrowing Request to the Administrative
Agent. Each Borrowing Request for a proposed Ongoing Maintenance Advance shall (i) specify the date and aggregate amount of the proposed
Ongoing Maintenance Advance and (ii) attach a Borrowing Base Certificate, signed by an officer of the Borrower. The Borrowing Request
for the initial Ongoing Maintenance Advance was permitted to have been prepared and delivered by the Borrower up to five (5) Business
Days before the date of execution of the Original Loan Agreement such that the related Subsequent Advance Acceptance may have been executed
concurrently with the Original Loan Agreement.


 




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(c) In
the event the Borrower desires an Additional Policy Advance, the Borrower shall notify the Administrative Agent of such desire in writing,
which written notice shall identify the Additional Policies proposed to be pledged in connection with the making of such Additional Policy
Advance and be accompanied by full and complete Collateral Packages for such Additional Policies. The Borrower shall not deliver any Borrowing
Request with respect to an Additional Policy Advance unless and until (i) it has wired the related Expense Deposit to the Administrative
Agent’s Account following confirmation of the amount thereof and (ii) it has received written notice from the Administrative Agent
confirming that the Administrative Agent and the Lenders have completed their due diligence with respect to the Additional Policies proposed
to be pledged hereunder in connection with the making of such Additional Policy Advance, and indicating which Additional Policies, if
any, will be accepted as Collateral hereunder and the estimated amounts that the Lenders will be willing to fund under this Loan Agreement
with respect to such Additional Policies. After the Borrower’s wiring of the related Expense Deposit to the Administrative Agent’s
Account and the Borrower’s receipt of such written notice from the Administrative Agent, the Borrower may request an Additional
Policy Advance hereunder with respect to such Additional Policies by delivering a fully executed and completed Borrowing Request to the
Administrative Agent. Each Borrowing Request related to a proposed Additional Policy Advance shall (i) specify the date and aggregate
amount of the proposed Additional Policy Advance, (ii) identify the Additional Policies proposed to be pledged hereunder in connection
with such Additional Policy Advance and confirm that the related Collateral Packages have been uploaded to the FTP Site, (iii) contain
a statement of the amount of payments anticipated to be made to the equity holders of the Borrower with the proceeds of such Additional
Policy Advance and (iv) attach a Borrowing Base Certificate, signed by an officer of the Borrower. The Lenders shall be under no obligation
to make any Additional Policy Advance. The Lenders may make Additional Policy Advances in their sole and absolute discretion and may require
additional documentation (including opinions of counsel) and the satisfaction of conditions, including the payment of additional fees,
all as determined by the Lenders in their sole and absolute discretion. Notwithstanding the foregoing, in the event of a conflict between
this Section 2.2(c) and Section 7.4 with respect to a Third A&R Advance, the terms of Section 7.4 shall govern.


 


Section 2.3 Funding.
(a) No later than five (5) Business Days following the Administrative Agent’s receipt of the Borrowing Request for the First Initial
Advance, the Lenders, in their sole and absolute discretion and acting unanimously, determined whether to approve the Subject Policies,
and the Administrative Agent notified the Borrower of (i) the determination of the amount, if any, the Lenders would fund (a “Proposed
First Initial Advance”, and such notice of the Proposed First Initial Advance, a “Proposed First Initial Advance Notice”),
(ii) the amount of the Closing Fee and (iii) the amount of the payments to the equity holders of the Borrower that the Lenders approved
with respect to such Proposed First Initial Advance. Such determination was made in the Lenders’ sole and absolute discretion. As
the Lenders were willing to make such Proposed First Initial Advance and the Borrower determined to accept such Proposed First Initial
Advance, on or before the third (3rd) Business Day after the delivery of the Proposed First Initial Advance Notice by the Administrative
Agent, the Borrower notified the Administrative Agent that the Borrower accepted the Proposed First Initial Advance (a “First
Initial Advance Acceptance”). On the first (1st) Business Day following the Administrative Agent’s receipt of the First
Initial Advance Acceptance, and subject to the complete satisfaction of the conditions precedent set forth in Article VII with
respect to the First Initial Advance and the limitations set forth in Section 2.1, the Lenders distributed funds in the amount
set forth in the Proposed First Initial Advance Notice in accordance with Schedule 2.8.


 




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(b) No
later than five (5) Business Days following the Administrative Agent’s receipt of the Borrowing Request for the Second Initial Advance,
the Administrative Agent notified the Borrower of the resulting Second Initial Advance to be funded by the Lenders on the related Advance
Date (such notice, the “Second Initial Advance Acceptance”). Subject to the complete satisfaction of the conditions
precedent set forth in Article VII with respect to the Second Initial Advance and the limitations set forth in Section 2.1,
the Lenders distributed funds in the amount set forth in the Second Initial Advance Acceptance in accordance with Schedule 2.8.


 


(c) No
later than five (5) Business Days following the Administrative Agent’s receipt of a Borrowing Request for an Ongoing Maintenance
Advance, the Administrative Agent shall notify the Borrower of the resulting total Ongoing Maintenance Advance to be funded by the Lenders
on the related Subsequent Advance Date (such notice, the related “Subsequent Advance Acceptance”) subject to the immediately
following sentence. Subject to the complete satisfaction of the conditions precedent set forth in Article VII with respect to such
Ongoing Maintenance Advance and the limitations set forth in Section 2.1, the Lenders shall distribute funds in the amount set
forth in such Subsequent Advance Acceptance to the Payment Account to be disbursed by the Securities Intermediary in accordance with the
terms of the Account Control Agreement.


 


(d) No
later than five (5) Business Days following the Administrative Agent’s receipt of a Borrowing Request for an Additional Policy Advance,
the Lenders shall, in their sole and absolute discretion and acting unanimously, determine whether to approve the Additional Policies,
and the Administrative Agent shall notify the Borrower of the determination of the amount, if any, the Lenders will fund (a “Proposed
Additional Policy Advance”, and such notice of the Proposed Additional Policy Advance, a “Proposed Additional Policy
Advance Notice”); provided that such determination shall be in the Lenders’ sole and absolute discretion. If the Lenders
are willing to make such Proposed Additional Policy Advance and the Borrower determines to accept such Proposed Additional Policy Advance,
on or before the third (3rd) Business Day after the delivery of the Proposed Additional Policy Advance Notice by the Administrative Agent,
the Borrower shall notify the Administrative Agent that the Borrower accepts the Proposed Additional Policy Advance (an “Additional
Policy Advance Acceptance”) which notice shall specify the agreed Additional Policy Advance Amount; for avoidance of doubt,
if the Borrower does not deliver an Additional Policy Advance Acceptance by 5:00 pm, New York time on the third (3rd) Business Day following
the delivery of the Proposed Additional Policy Advance Notice, then the Borrower shall be deemed to have rejected such Proposed Additional
Policy Advance. On the third (3rd) Business Day following the Administrative Agent’s receipt of the Additional Policy Advance Acceptance,
and subject to the complete satisfaction of the conditions precedent set forth in Article VII with respect to such Additional Policy
Advance and the limitations set forth in Section 2.1, the Lenders shall distribute funds in the amount set forth in the Proposed
Additional Policy Advance Notice to the Payment Account to be disbursed by the Securities Intermediary in accordance with the terms of
the Account Control Agreement. Notwithstanding the foregoing, in the event of a conflict between this Section 2.3(d) and Section 7.4 with
respect to a Third A&R Advance, the terms of Section 7.4 shall govern.


 




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(e) The
Borrower shall not deliver more than three (3) Borrowing Requests for an Ongoing Maintenance Advance in any calendar month and shall not
deliver more than one (1) Borrowing Request for an Additional Policy Advance in any calendar month. In addition, the Borrower shall
not deliver any Borrowing Request if the Borrower has previously delivered a Borrowing Request to the Administrative Agent in respect
of an Additional Policy Advance and the Administrative Agent has not yet delivered the related Proposed Additional Policy Advance Notice,
the Borrower has not yet delivered the related Additional Policy Advance Acceptance, the Borrower has not yet rejected the related Proposed
Additional Policy Advance or the Borrower has delivered the related Additional Policy Advance Acceptance and the related Subsequent Advance
Date has not yet occurred, in each case, in accordance with Section 2.3(d). The Borrower shall not deliver a Borrowing Request
for an Ongoing Maintenance Advance or an Additional Policy Advance unless such delivery is made on or prior to the Commitment Termination
Date.


 


Section 2.4 Representation
and Warranty. Each Borrowing Request pursuant to Section 2.2 and each acceptance of an Advance by the Borrower shall automatically
constitute a representation and warranty by the Borrower to the Administrative Agent and each Lender that on the date such Borrowing Request
is delivered to the Administrative Agent and on the related Advance Date (a) the representations and warranties contained in Article VIII
will be true and correct in all material respects as of such Borrowing Request date and as of such Advance Date as though made on such
dates, except to the extent any such representation or warranty relates to a specific date, in which case, such representation or warranty
will be true and correct in all respects as of such date as though made on such date, (b) all of the conditions precedent to the making
of an Advance contained in Article VII have been satisfied or will have been satisfied as of such Advance Date and (c) no Event
of Default or Unmatured Event of Default has occurred and is continuing or will result from the making of such Advance.


 


Section 2.5 Lender Notes.
With respect to each Lender, the Advances made by such Lender to the Borrower shall be evidenced by a single promissory note executed
by the Borrower (as the same may be amended, modified, extended or replaced from time to time, a “Lender Note” and
collectively, the “Lender Notes”) substantially in the form of Exhibit B hereto, with appropriate insertions
to reflect Advances (or portion thereof) actually funded by such Lender, the related applicable interest rates thereof and related repayments
and appropriate revisions to reflect assignments effected in accordance with Section 13.4 of this Loan Agreement, payable to such
Lender. For the avoidance of doubt, any Protective Advances made by a Lender shall not be required to be evidenced in its Lender Note
and the Administrative Agent’s records shall constitute conclusive evidence that such Protective Advances have been made. The Borrower
hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to its Lender Note
(or on any continuation of such grid) or at such Lender’s option, in the records of such Lender, which notations, if made, shall
evidence, inter alia, the date of, the outstanding principal of, and the interest rates and Interest Periods applicable to the Advances
made by such Lender and related repayments and appropriate revisions to reflect assignments effected in accordance with Section 13.4
of this Loan Agreement. Such notations and records (absent manifest error) shall be conclusive evidence of the subject matter thereof;
provided, however, that the failure to make any such notations or maintain any such records shall not limit or otherwise affect any Obligations
of the Borrower. The Borrower hereby agrees to promptly execute and deliver a new Lender Note upon any assignment to a new Lender effected
in accordance with Section 13.4 of this Loan Agreement, and each Lender making an assignment of all or any portion of its Lender
Note will either (i) if such assignment is an assignment of its entire Lender Note, deliver its Lender Note to the Borrower for termination
and cancellation effective upon Borrower’s execution and delivery of such new Lender Note to the assignee thereof or (ii) if such
assignment is an assignment in part of such Lender Note, deliver its Lender Note to the Borrower for termination and cancellation effective
upon Borrower’s execution and delivery of a new Lender Note to the assignee thereof and a new Lender Note to such Lender.


 




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Section 2.6 Security
Interest.


 


(a) To
secure the timely repayment of the principal of, and interest on, the Advances, and all other Obligations of the Borrower to any Secured
Party, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether
existing or arising as of the Closing Date or thereafter, due or to become due, direct or indirect, the Borrower hereby pledges and grants
to the Administrative Agent, for the benefit of the Secured Parties, a continuing, first priority security interest in, and assignment
of, all of the Borrower’s rights, titles and interests in, to and under all of the following, whether owned, existing or arising
as of the Closing Date or thereafter: all assets of the Borrower, including but not limited to all right, title and interest of the Borrower
in the Pledged Policies and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including
but not limited to, cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and against the Securities
Intermediary, in its capacity as owner of record of the Pledged Policies, and the Custodian; the Collection Account, the Reserve Account,
the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts;
escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents
and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal of the Borrower.
All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided,
however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the
Advances under any other Transaction Document.


 


(b) The
Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other
actions, as the Administrative Agent requests, in each case, in order to perfect, evidence or protect the security interest granted pursuant
to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to
this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged
to have been filed by, the applicable Issuing Insurance Company; provided that the foregoing collateral assignment shall not apply to
the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy, and, provided further that with
respect to the Third A&R Policies, Agent shall not cause collateral assignments of such policies to be filed with the applicable Issuing
Insurance Company until the date that is seventy-five (75)days after the Third A&R Closing Date. On or prior to each Advance Date,
the Borrower shall have delivered or caused to be delivered, or shall deliver or cause to be delivered, completed but unsigned Change
Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such
Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request
of the Administrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related
Pledged Policies within five (5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change
Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact
and otherwise, the right, in the Administrative Agent’s sole and absolute discretion, following the occurrence of an Event of Default,
to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf
of the Borrower or otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby
acknowledges that the foregoing grant has been coupled with an interest and is irrevocable. The Borrower hereby authorizes the Administrative
Agent to file such financing statements and other documentation as the Administrative Agent determines are necessary or advisable to perfect
such security interest without the signature of the Borrower, provided however, notwithstanding any other provision of any Transaction
Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments
thereto. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and
authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the
Collateral, upon the occurrence and during the continuance of an Event of Default. The Borrower hereby acknowledges that the foregoing
appointment of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is
irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, and agrees that the Administrative Agent will
not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence,
fraud or willful misconduct on the part of the Administrative Agent.


 




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(c) Upon
the receipt of the related Net Proceeds by the Lenders after the sale of a Pledged Policy pursuant to Section 2.7, the security
interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released. Upon the indefeasible
repayment in full of all of the Advances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement,
(i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii)
the Administrative Agent shall file, promptly upon written request, such releases or assignments, as applicable, and to take such other
actions as the Borrower shall reasonably request in writing in order to evidence any such release.


 


(d) ‎Without
limiting the generality of Section 2.6(c) above, upon the occurrence of the Prepayment Event (which shall include, for the avoidance of
doubt, the indefeasible and final payment in full in cash of all Third A&R Advance Obligations), the security interest of the Administrative
‎Agent in all Third A&R Policies for the benefit of the Secured Parties shall be released and the ‎Administrative Agent shall,
and Lender shall instruct Administrative Agent to, promptly upon the request of Borrower (i) destroy or return to the Borrower the collateral
‎assignments and Change Forms with respect to such Third A&R Policies, in each case to the extent actually received by Administrative
Agent or the Lender, and (ii) confirm to the ‎Borrower that no collateral assignments have been filed by the Administrative Agent
or the Secured Parties with respect to the Third A&R Policies.‎


 


Section 2.7 Sale or
Other Transfer of Collateral.


 


Except as set forth in the
second paragraph of this Section 2.7 or as otherwise set forth in Section 9.2(j) or except for a Specified Transfer to Parent, the Borrower
may not sell or otherwise transfer any Collateral except (i) with the prior written consent of the Required Lenders (such consent shall
not be unreasonably withheld or delayed), and (ii) in a sale that is on arms-length terms, that is at fair market value for cash (in U.S.
dollars), and that is not made to an Affiliate of the Borrower (a “Permissible Sale”). Notwithstanding the foregoing,
no Permissible Sale shall be made with respect to any Third A&R Policy prior to the Conversion Date. The Borrower shall apply the
Net Proceeds from a Permissible Sale to prepay outstanding Advances in accordance with Section 4.1(b). The Borrower shall provide written
notice of any such sale to the Administrative Agent at least seven (7) Business Days prior to any such sale and shall certify to the Administrative
Agent that such sale constitutes a Permissible Sale. The Borrower agrees that it would not be unreasonable for the Required Lenders to
withhold their consent to any such sale if immediately prior to such sale there exists, or immediately after such sale there would exist,
an Event of Default or an Unmatured Event of Default.


 


Notwithstanding the immediately
preceding paragraph, if the Collateral consists of one-hundred (100) or fewer Pledged Policies (other than the Third A&R Policies
prior to the Conversion Date) insuring the lives of one-hundred (100) or fewer distinct Insureds, then, without the prior written consent
of the Required Lenders, the Borrower may sell one or more of the Pledged Policies to any Person, including, without limitation, an Affiliate
of the Borrower, so long as the Net Proceeds from any such sale are equal to or greater than the outstanding principal balance of all
Advances plus accrued but unpaid interest thereon, plus the Yield Maintenance Fee applicable thereto, plus all other Obligations owing
by the Borrower, and the Commitments and this Loan Agreement will be terminated after the application of such Net Proceeds. The Borrower
shall apply the Net Proceeds from any such sale in accordance with Section 4.1(b). The Borrower shall provide written notice of any such
sale to the Administrative Agent at least seven (7) Business Days prior to any such sale.


 




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Section 2.8 Permitted
Purposes. (a) The Borrower has not used and it shall not use the proceeds of any Advance made hereunder, under the Amended and Restated
Loan Agreement or under the Original Loan Agreement except for the following purposes:


 


(i) with
respect to the First Initial Advance and the Second Initial Advance, (a) to pay the purchase price for the Subject Policies to the Parent
pursuant to the Purchase Agreement, a portion of which funds, with respect to the First Initial Advance, were immediately used to repay
indebtedness outstanding under that certain Second Amended and Restated Credit and Security Agreement dated May 11, 2015, among Parent,
GWG DLP Funding II, LLC, GWG Holdings, Inc., Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank; (b) to
pay working capital needs and expenses of the Borrower; (c) to pay any transaction costs related to such Advance and, with respect
to the First Initial Advance, to pay closing fees payable to the Lenders and the Administrative Agent; (d) with respect to the Second
Initial Advance, to make payments to the sole equity holder of the Borrower (which such sole equity holder may distribute to its equity
holders) in an amount that did not exceed $84,800,000, (e) with respect to the Second Initial Advance, to fund the Reserve Account, (f)
with respect to the Second Initial Advance, to pay Ongoing Maintenance Costs and (g) to make any other payments or distributions,
as approved in writing by the Required Lenders in their sole and absolute discretion; and


 


(ii) with
respect to an Ongoing Maintenance Advance, (a) to pay Ongoing Maintenance Costs and/or (b) to make any other payments or distributions,
as approved in writing by the Required Lenders in their sole and absolute discretion (it being understood that (1) on and after the Second
A&R Closing Date, Ongoing Maintenance Advances shall be used solely to pay amounts identified in clause (i) of the definition of Ongoing
Maintenance Costs, unless otherwise approved in writing by the Required Lenders in their sole and absolute discretion, (2) no Ongoing
Maintenance Advance shall be used to fund scheduled Premiums (or any other costs) on Pledged Policies that are Excluded Policies or on
any Specified Third A&R Policy, including, without limitation, any Third A&R Policy that is determined by Administrative Agent
to constitute an Excluded Policy after the Third A&R Closing Date), and (3) prior to the Conversion Date, no Ongoing Maintenance Advance
shall be used to fund scheduled Premiums (or any other costs) on or in respect of any Third A&R Policies; and


 




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(iii) with
respect to an Additional Policy Advance, to make any payments or distributions, as approved in writing by the Required Lenders in their
sole and absolute discretion; provided that (A) with respect to the Second A&R Advance, such proceeds shall be used by the Borrower
(1) to purchase the related Subject Policies from the Parent pursuant to the Purchase Agreement, (2) to pay the Structuring Fee and the
Amendment Fee, (3) to pay any costs and expenses incurred by or on behalf of the Lenders and the Administrative Agent in connection with
the Second A&R Advance and this Loan Agreement (including, without limitation, attorneys’ fees and any fees of the Insurance
Consultant) and (4) to pay any attorneys’ fees incurred by or on behalf of the Borrower in connection with the Second A&R Advance
and the Second Amended and Restated Loan Agreement, and (B) with respect to the Third A&R Advance, such proceeds shall be used by
the Borrower solely (1) to pay a portion of the purchase price to the Third A&R Transferor for the purchase of the Third A&R Policies
pursuant to the Third A&R Bill of Sale, (2) to pay the Third A&R Structuring Fee, (3) to pay any costs and expenses incurred by
or on behalf of the Lenders and the Administrative Agent in connection with the Third A&R Advance and this Loan Agreement (including,
without limitation, attorneys’ fees and any fees of the Insurance Consultant) and (4) to pay any attorneys’ fees incurred
by or on behalf of the Borrower in connection with the Third A&R Advance and this Loan Agreement.


 


(b) For
the avoidance of doubt, all proceeds of Advances were, prior to the date hereof, deposited, ‎and after the date hereof, shall be deposited
by the Lenders (i) in accordance with Schedule 2.8 ‎in respect of the Initial Advance and the Second A&R Advance, as such Schedule
2.8 may be amended from time to time, (ii) ‎for any other Additional Policy Advance, as directed by the Lenders in their sole and
absolute ‎discretion and (iii) for any Ongoing Maintenance Advance, into the Payment Account. The ‎Borrower has caused and shall
cause any amounts on deposit in the Payment Account to be ‎distributed by the Securities Intermediary in accordance with the terms
of the Account Control ‎Agreement, which amounts shall be used for the purposes set forth in Section 2.8(a) and as ‎specified
in the related Borrowing Request.‎


 


Section 2.9 Closing
Fee and other Fees. With respect to the First Initial Advance made hereunder, the Borrower paid to the Administrative Agent the Closing
Fee. The Closing Fee was fully earned and due and payable on the initial Advance Date and may have been paid from the proceeds of the
First Initial Advance. With respect to the first Advance on or following the Amended and Restated Closing Date, the Borrower paid to the
Administrative Agent the Additional Closing Fee. The Additional Closing Fee was fully earned and due and payable on the related Advance
Date. With respect to the Second A&R Advance made hereunder, the Borrower paid to the Administrative Agent each of the Amendment Fee
and the Structuring Fee. Each of the Amendment Fee and the Structuring Fee was fully earned and due and payable on the related Advance
Date. With respect to the Third A&R Advance to be made hereunder, the Borrower shall pay to the Administrative Agent the Third A&R
Structuring Fee. The Third A&R Structuring Fee shall be fully earned and due and payable by the Borrower to CSG Investments, Inc.
on the Third A&R Closing Date. With respect to any other Additional Policy Advances, if any, the Borrower shall pay such fees and
at such times as the Lenders and the Borrower shall agree. In the event that the Borrower requests an Advance hereunder such that after
giving effect to such Advance, the principal amount of all Advances outstanding under this Loan Agreement (other than, prior to the Conversion
Date, the Third A&R Advance) would exceed the Borrowing Base, which request may be granted or withheld in the Lenders’ sole
and absolute discretion, and such Advance is made on the related Advance Date, the Borrower shall pay to the Administrative Agent a fee
in an amount equal to the product of (i) such excess and (ii) three percent (3.00%). Each such fee shall be fully earned and due and payable
on the related Advance Date and may be paid from the proceeds of such Advance.


 




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ARTICLE III


 


INTEREST; INTEREST PERIODS; FEES,
ETC.


 


Section 3.1 Interest
Rates. The Borrower hereby promises to pay interest on the unpaid principal amount of each Advance for the period commencing on the
date such Advance is made until such Advance is paid in full, with respect to each Interest Period at a rate per annum equal to
the sum of (i) the Benchmark Rate for such Interest Period plus (ii) the Applicable Margin; provided however that if an Event of
Default has occurred and is continuing, each Advance shall bear interest at a rate per annum equal to the Default Rate for such
Interest Period. The Benchmark Rate with respect to each Interest Period shall be determined as of each Rate Calculation Date. No provision
of this Loan Agreement shall require the payment or permit the collection of interest in excess of the maximum permitted by Applicable
Law. In the event that any provision hereof requires payment of interest in excess of the maximum permitted by Applicable Law for any
period, the interest due for such period shall equal the maximum rate permitted by Applicable Law.


 


Section 3.2 Interest
Payment Dates. Interest accrued on each Advance shall be due and payable, without duplication:


 


(a) on
each Interest Payment Date;


 


(b) on
the date of any prepayment, in whole or in part, of principal of outstanding Advances;


 


(c) on
Advances accelerated pursuant to Section 10.2, immediately upon such acceleration; and


 


(d) on
the Maturity Date.


 


Section 3.3 Fees.
The Borrower shall pay all Fees to the Persons entitled thereto.


 


Section 3.4 Computation
of Interest and Fees. All interest and fees shall be computed on the basis of the actual number of days (including the first day but
excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days.


 




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ARTICLE IV


 


PAYMENTS; PREPAYMENTS


 


Section 4.1 Repayments
and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Advance on the Maturity Date. Prior thereto,
the Borrower:


 


(a) may
voluntarily prepay all or any portion of the aggregate outstanding Advances, either in whole or in part, together with the related Yield
Maintenance Fee or, in the case of the payment in full of the Third A&R Advance Obligations resulting in a Prepayment Event, the entire
Prepayment Premium, from funds available for distribution to the Borrower pursuant to clause “Eleventh” of Section
5.2(b) and/or from funds available to the Borrower from any capital contribution or other source of funding obtained by the Borrower
that is not expressly prohibited by this Loan Agreement; provided, however, that no such prepayment shall constitute the
payment of Required Amortization; provided further, that any such prepayment shall have been applied first to the outstanding principal
balance of the Second A&R Advance prior to its payment in full. Notwithstanding anything to the contrary in this Section 4.1(a), no
partial prepayment of the Third A&R Advance shall be permitted prior to the Conversion ‎Date‎. For the avoidance of doubt,
the accrued but unpaid interest on the Third A&R Advance will ‎also be due and payable with the Prepayment Premium;


 


(b) shall
apply the Net Proceeds of any sales (other than Permissible Prepayment Sales) made pursuant to Section 2.7 to repay Advances (first,
to the Second A&R Advance until paid in full and second, to all other Advances) by depositing such Net Proceeds into the Administrative
Agent’s Account; provided, however, that no such prepayment shall constitute the payment of Required Amortization;
provided, further, that such Net Proceeds shall first be applied to the payment of any Yield Maintenance Fee, then interest
accrued on such Advances, and then the repayment of Advances in the order of priority set forth above. Notwithstanding the foregoing,
the Net Proceeds of any such sale shall not be applied to the Third A&R Advance prior to the Conversion Date and no sale or other
transfer with respect to the Third A&R Policies shall be permitted prior to the Conversion Date except for Permissible Prepayment
Sales and any Specified Transfer to Parent);


 


(c) shall,
immediately upon any acceleration of the Maturity Date pursuant to Section 10.2, repay all such Advances and all other Obligations
(including, without limitation, the Yield Maintenance Fee) within one (1) Business Day of the Administrative Agent’s delivery of
notice of such acceleration to the Borrower;


 


(d) shall,
within thirty 30 days after (i) the number of Pledged Policies is less than or equal to fifty (50), or (ii) the cumulative face amount
of the Pledged Policies is less than or equal to $125,000,000, repay all the Advances and all other Obligations (including, without limitation,
any Prepayment Premium or Yield Maintenance Fee);


 




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(e) shall
prepay a portion of the Second A&R Advance in accordance with Section 9.1(gg), if applicable; and


 


(f) shall,
on each Distribution Date, repay the Advances from Available Amounts in accordance with the Priority of Payments (which Available Amounts
shall have been applied first to the outstanding principal balance of the Second A&R Advance).


 


For the avoidance of doubt,
the Borrower shall be permitted to repay in full the Third A&R Advance Obligations (which shall include, for the avoidance of doubt,
the Prepayment Premium in connection with a Prepayment Event).


 


Section 4.2 Prepayment
Premium and Yield Maintenance Fee. If the Borrower prepays or repays an Advance in accordance with Section 4.1 (excluding any
prepayment of a portion of the Second A&R Advance referenced in Section 4.1(e) so long as, in each case, no Event of Default
has occurred and is continuing on the date of such prepayment) or a Reduction Action occurs in respect of an Advance, whether before or
after (i) the occurrence of an Event of Default or (ii) the occurrence of any Event of Bankruptcy, and notwithstanding any acceleration
(for any reason) of the Obligations, the Borrower shall pay the Prepayment Premium or Yield Maintenance Fee, as applicable, with respect
to such prepayment, repayment or Reduction Action, as applicable, and such Prepayment Premium or Yield Maintenance Fee, as applicable,
shall be due and payable. The Yield Maintenance Fee, as applicable, shall also be payable with respect to any prepayments or distributions
made by the Borrower pursuant to Section 5.2(c). For avoidance of doubt, except as set forth in Section 4.1(a), no Yield Maintenance
Fee shall be payable with respect to any payments or distributions made by or on behalf of the Borrower pursuant to Section 5.2(b).
Notwithstanding anything herein to the contrary, the Yield Maintenance Fee shall be payable notwithstanding acceleration of the Obligations
or the Maturity Date for any reason, including, without limitation, acceleration in accordance with Section 10.2 (including, without
limitation, as a result of the occurrence of an Event of Bankruptcy). Notwithstanding the foregoing, no partial prepayment of the Third
A&R Advance shall be permitted prior to the Conversion Date.


 


Section 4.3 Making of
Payments. All payments of principal of, or interest on, the Advances, and all amounts to be deposited by the Borrower, shall be made
by the Borrower no later than 1:00 p.m. (New York City time), on the day when due in Dollars in same day funds to the account designated
in writing by the Administrative Agent to the Borrower (the “Administrative Agent’s Account”) or, with respect
to other amounts payable to any Lender or the Administrative Agent, directly thereto in accordance with the directions provided by the
Lender or the Administrative Agent, as applicable. Funds received by any Person after 1:00 p.m. (New York City time), on the date when
due will be deemed to have been received by such Person on the next following Business Day.


 


Section 4.4 Due Date
Extension. If any payment of principal or interest with respect to any Advance falls due on a day which is not a Business Day, then
such due date shall be extended to the next following Business Day, and additional interest shall accrue at the applicable interest rate
and be payable for the period of such extension.


 




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ARTICLE V


 


ACCOUNTS; DISTRIBUTION OF COLLECTIONS


 


Section 5.1 Accounts.


 


(a) Collection
Account. The Borrower has established, continuously maintained and shall continue to maintain, in the name of the Borrower, an Eligible
Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Administrative Agent,
on behalf of the Secured Parties (the “Collection Account”), that at all times shall be subject to the Account Control
Agreement.


 


(b) Reserve
Account. The Borrower has established, continuously maintained and shall continue to maintain, in the name of the Borrower, an Eligible
Account bearing a designation clearly indicating that the funds on deposit therein are held for the benefit of the Administrative Agent,
on behalf of the Secured Parties (the “Reserve Account”), that at all times shall be subject to the Account Control
Agreement. Subject to the terms of the Account Control Agreement, in the event the Calculation Date Report and the related Payment Instructions
with respect to any Calculation Date occurring prior to the Amended and Restated Closing Date indicated that the then Available Amount
with respect to the related Distribution Date was insufficient to make the payments in clauses “First”, “Third”,
“Fourth”, “Fifth”, “Sixth” and “Seventh” of the Priority of
Payments (such deficiency being “Deficiency Claim Amount”), then on the Business Day immediately prior to such Distribution
Date the Administrative Agent instructed the Securities Intermediary to withdraw from the Reserve Account an amount equal to the lesser
of (i) the Deficiency Claim Amount for such Distribution Date and (ii) the amount on deposit in the Reserve Account, and deposit such
amount in the Collection Account. On or prior to the Closing Date, the Borrower deposited, or caused to be deposited, into the Reserve
Account an amount equal to Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000). On the Advance Date related to the Second
Initial Advance, the Borrower deposited an amount equal to Sixteen Million Two Hundred Fifty Thousand Dollars ($16,250,000) into the Reserve
Account from the proceeds of such Advance. On the Amended and Restated Closing Date all amounts on deposit in the Reserve Account on such
date were transferred by the Securities Intermediary into the Borrower Account. Within two (2) Business Days after the occurrence of an
Event of Default, the Borrower shall deposit, or cause to be deposited, into the Reserve Account an amount necessary to pay projected
Ongoing Maintenance Costs and Debt Service for the following twelve (12) month period, and the Borrower shall not be entitled to withdraw
any such amount unless and until such Event of Default has been cured (as determined by the Required Lenders in their sole and absolute
discretion) or the Administrative Agent (with the written consent of the Lenders acting in their sole and absolute discretion) has waived
such Event of Default in writing.


 


(c) [Reserved.]


 


(d) Borrower
Account. The Borrower has established, continuously maintained and shall continue to maintain a segregated Eligible Account with an
Eligible Institution in the name of the Borrower (the “Borrower Account”). The Borrower shall be entitled to cause
the withdrawal of amounts on deposit in the Borrower Account for any purpose, including, without limitation, the payment of Premiums or
Expenses.


 




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(e) Payment
Account. The Borrower has established, continuously maintained and shall continue to maintain, in the name of the Borrower, an Eligible
Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Administrative Agent,
on behalf of the Secured Parties (the “Payment Account”), that at all times shall be subject to the Account Control
Agreement. All proceeds of Advances shall be deposited by the Lenders into the Payment Account or another account as set forth on Schedule
2.8. The Borrower has caused and shall cause any amounts on deposit in the Payment Account to be distributed by the Securities Intermediary
in accordance with the terms of the Account Control Agreement, which amounts were used and shall be used for the purposes set forth in
Section 2.8 and as specified in the related Borrowing Request. On or prior to the Closing Date, the Borrower deposited an amount
equal to $25,018,088.26 into the Payment Account and an amount equal to $11,250,000 of such deposit was transferred into the Reserve Account
prior to the Closing Date (it being understood that the remainder of such deposit was distributed to the Parent on the Closing Date and
immediately used to repay indebtedness outstanding under that certain Second Amended and Restated Credit and Security Agreement dated
May 11, 2015, among Parent, GWG DLP Funding II, LLC, GWG Holdings, Inc., Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank).


 


(f) Administrative
Agent Action. The Administrative Agent may, at any time after an Event of Default has occurred and is continuing, give written notice
to the Securities Intermediary and to the Borrower, of the occurrence of such event and specifying whether the Administrative Agent is
exercising its rights and remedies in relation thereto in accordance with this Loan Agreement and the Account Control Agreement, and will
do any or all of the following: (i) exercise exclusive dominion and control over the funds deposited in the Accounts, (ii) have amounts
that are sent to the Accounts redirected pursuant to its instructions, and (iii) take any or all other actions the Administrative Agent
is permitted to take under this Loan Agreement and the Account Control Agreement for the benefit of the Secured Parties. If at any time,
any Account shall cease to be an Eligible Account, the Borrower shall as promptly as reasonably practicable (but in no event more than
twenty (20) Business Days) establish a replacement Eligible Account.


 


(g) Collections
Held In Trust. If at any time the Borrower, the Servicer, the Securities Intermediary or any of their Affiliates, as the case may
be, shall receive any Collections or other proceeds of any Collateral other than through payment into the Collection Account, the Borrower
shall or shall cause the Servicer, the Securities Intermediary or such Affiliate to, promptly (but in any event within two (2) Business
Days of receipt thereof) remit or cause to be remitted all such Collections or other proceeds to the Collection Account, unless such Collections
or other proceeds constitute sale proceeds, in which case, such Collections or other proceeds shall be remitted to the Administrative
Agent’s Account pursuant to Section 4.1(b). All Collections received by the Borrower, the Servicer, the Securities Intermediary
or any of their Affiliates, shall be (and the Borrower shall cause them to be) held by such Person in trust for the exclusive benefit
of the Administrative Agent (on behalf of the Secured Parties). The outstanding principal amount of the Advances shall not be deemed repaid
by any amount of the Collections held in trust by any Person, unless such amount is finally paid to the Administrative Agent in accordance
with Section 5.2.


 




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Section 5.2 Application
of Available Amounts.


 


(a) If
no Event of Default or Unmatured Event of Default has occurred and is continuing, the Administrative Agent and the Borrower acting jointly,
and otherwise, the Administrative Agent acting alone, shall instruct the Securities Intermediary to distribute Collections deposited in
the Collection Account, and all other amounts deposited in the Collection Account, in accordance with this Section 5.2. On or prior
to each Calculation Date, the Borrower shall prepare and deliver or cause to be prepared and delivered to the Administrative Agent a quarterly
calculation report substantially in the form attached hereto as Exhibit D (the “Calculation Date Report”) with respect
to the related Distribution Date, and the Borrower shall simultaneously deliver or cause to be delivered to the Securities Intermediary
the payment instructions necessary to make the payments indicated in such Calculation Date Report (the “Payment Instructions”).
In delivering the instructions required under Section 5.2(b) and Section 5.2(c), the Administrative Agent shall have the
right to rely absolutely upon the information in the Calculation Date Reports, unless the Administrative Agent or the Required Lenders
provide alternative information to the Borrower by notice in writing (such notice an “Alternative Information Notice”)
not more than five (5) Business Days after receipt of the related Calculation Date Report by the Administrative Agent, in which case,
provided that the Borrower shall not have objected to such Alternative Information Notice in writing within one (1) Business Day of its
receipt thereof, the Administrative Agent shall have the absolute right to act in accordance with such Alternative Information Notice.
In the event that the Borrower shall have objected to such Alternative Information Notice, then the Borrower and the Administrative Agent
shall negotiate in good faith to resolve such objection within five (5) days following the date on which the Borrower objects, the amount
subject to such objection shall be retained in the Collection Account during the pendency of such negotiations and the amount not subject
to such objection shall be distributed in accordance with Section 5.2(b) or Section 5.2(c), as applicable, and in accordance
with such Alternative Information Notice. The amount subject to such objection shall be distributed in accordance with Section 5.2(b)
or Section 5.2(c), as applicable, (i) if such objection is resolved, on the Business Day following the date on which such objection
is resolved, in which case such amounts shall be distributed in accordance with such resolution or (ii) if such objection is not resolved,
on the first Business Day following the day that is five (5) days following the date on which the Borrower objects to such Alternative
Information Notice, in which case such amounts shall be distributed in accordance with the relevant Alternative Information Notice. Notwithstanding
the foregoing, if the Borrower fails to deliver the related Calculation Date Report or the related Payment Instructions on or prior to
the related Calculation Date, then the Administrative Agent acting alone, based on information in the Administrative Agent’s possession,
shall be entitled to prepare such Calculation Date Report and Payment Instructions and thereby instruct the Securities Intermediary to
distribute Collections deposited in the Collection Account, and all other amounts deposited in the Collection Account, to be distributed
in accordance with this Section 5.2, and the Administrative Agent shall have no liability whatsoever in respect of such instructions
(the procedures set forth in this sentence if the Borrower fails to deliver the related Calculation Date Report or the related Payment
Instructions on or prior to the related Calculation Date, the “Borrower Failure Procedures”).


 




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(b) If
no Event of Default or Unmatured Event of Default has occurred and is continuing, on each Distribution Date, the Borrower and the Administrative
Agent shall jointly instruct the Securities Intermediary to distribute from the Available Amount then on deposit in the Collection Account,
in accordance with the Payment Instructions related to the Calculation Date Report for such Distribution Date, subject to the delivery
of an Alternative Information Notice, and the procedures set forth in Section 5.2(a) for the resolution of any objections of the
Borrower in respect of such Alternative Information Notice, or if the Borrower has failed to deliver the related Calculation Date Report
or the related Payment Instructions on or prior to the related Calculation Date, the Administrative Agent acting alone shall instruct
the Securities Intermediary to distribute from the Available Amount then on deposit in the Collection Account, in accordance with the
Borrower Failure Procedures, and in either case, the following amounts in the following order of priority unless otherwise agreed in writing
by the parties hereto (and, with respect to any payment to the Securities Intermediary or the Custodian, as consented to by such Person
in writing):


 


		First,	to the Custodian and the Securities Intermediary, as applicable, the fees, and expenses due and payable
thereto in accordance with the Account Control Agreement, including, but not limited to, any Claims of any Indemnified Bank Person due
and payable in accordance with the Account Control Agreement; provided that the aggregate amount of Claims payable under this clause “First”
shall not exceed $25,000 on any Distribution Date; provided further, that any legal fees incurred by the Custodian and the Securities
Intermediary on or prior to the date hereof in connection with the negotiation and drafting of this Loan Agreement and the Account Control
Agreement shall not count against such maximum amounts payable on any Distribution Date;



 


		Second,	to the applicable Issuing Insurance Company, the payment of scheduled Premiums which are due and payable
prior to the following Distribution Date as set forth in the related Premium Payment Schedule;



 


		Third,	to the Servicer, to the extent due and payable, the Servicing Fee;



 


		Fourth,	to the Borrower or the Parent, for the payment or reimbursement of any reasonable administrative expenses
and documented third-party expenses related to (i) the audit of the financial statements of the Borrower and the Parent pursuant to Section
9.1(d)(i) in an amount not to exceed $30,000 during the prior twelve (12) month period, (ii) Collateral Audits pursuant to Section
9.1(i) in an amount not to exceed $2,200 for each Pledged Policy during the prior twelve (12) month period (unless such Pledged Policy
is a Small Face Policy and payments of Premiums in respect of such Pledged Policy are made on an annual basis, in which case, $500 per
such Pledged Policy during the prior twelve (12) month period), and (iii) any other expenses of the Borrower and the Parent in an amount
not to exceed $5,000 per month;



 




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		Fifth,	if the Distribution Date is the last Distribution Date of the calendar year, to the Administrative Agent
for the account of the Lenders, the Loan Administration Fee for the following calendar year;



 


		Sixth,	to the Administrative Agent for the account of the Lenders, any accrued interest on the Advances then
due and payable on such date;



 


		Seventh,	Reserved;



 


		Eighth,	Reserved;



 


		Ninth,	one-hundred percent (100.0%) of the remaining Available Amounts to the Administrative Agent, for the account
of the Lenders, first, to repay the outstanding principal balance of the Second A&R Advance, and second, on a pro rata basis to repay
the outstanding principal amount of all other Advances (any such amount under this clause “Ninth”, the “Cash
Sweep”), provided that prior to the Conversion Date, no Cash Sweep shall be applied to the Third A&R Advance;



 


		Tenth,	to the Custodian and the Securities Intermediary, as applicable, any fees and expenses due and payable
thereto that remain unpaid (including such fees and expenses not paid pursuant to clause “First” of this Section
5.2(b)); and



 


		Eleventh,	to the Borrower, any remaining Available Amounts by deposit to the Borrower Account.



 




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(c)
If an Event of Default or an Unmatured Event of Default has occurred and is continuing, the Administrative Agent acting alone shall instruct
the Securities Intermediary to distribute from the Available Amount then on deposit in the Collection Account, in accordance with the
Payment Instructions related to the Calculation Date Report for such Distribution Date, subject to the delivery of an Alternative Information
Notice, and the procedures set forth in Section 5.2(a) for the resolution of any objections of the Borrower in respect of such
Alternative Information Notice, or if the Borrower has failed to deliver the related Calculation Date Report or the related Payment Instructions
on or prior to the related Calculation Date, the Administrative Agent acting alone shall instruct the Securities Intermediary to distribute
from the Available Amount then on deposit in the Collection Account, in accordance with the Borrower Failure Procedures, and in either
case, the following amounts in the following order of priority unless otherwise agreed in writing by the parties hereto (and, with respect
to any payments to the Securities Intermediary or the Custodian as consented to by such Person in writing):


 


		First,	to
                                            the Custodian and the Securities Intermediary, as applicable, the fees, and expenses due
                                            and payable thereto in accordance with the Account Control Agreement, including, but not
                                            limited to, any Claims of any Indemnified Bank Person due and payable in accordance with
                                            the Account Control Agreement;



 


		Second,	to
                                            the applicable Issuing Insurance Company, the payment of scheduled Premiums which are due
                                            and payable prior to the following Distribution Date as set forth in the related Premium
                                            Payment Schedule;



 


		Third,	to
                                            the Servicer, to the extent due and payable, the Servicing Fee;



 


		Fourth,	if the Distribution Date is the last Distribution Date of the calendar year, to the Administrative Agent
for the account of the Lenders, the Loan Administration Fee for the following calendar year;



 


		Fifth,	to the Administrative Agent for the account of the Lenders, any accrued interest on the Advances then
due and payable on such date;



 


		Sixth,	to the Administrative Agent for the account of the Lenders, all outstanding principal and any other amounts
with respect to the Advances and all other Obligations; provided that any remaining Available Amount under this Clause “Sixth”
used to repay the Advances shall have been applied first to the outstanding principal balance of the Second A&R Advance until paid
in full;



 


		Seventh,	to the Custodian and the Securities Intermediary, as applicable, any fees and expenses due and payable
thereto that remain unpaid (including such fees and expenses not paid pursuant to clause “First” of this Section
5.2(c)); and



 


		Eighth,	to the Borrower, any remaining Available Amount by deposit to the Borrower Account.



 


(d) Notwithstanding
anything herein to the contrary, prior to the applicable Calculation Date (including, for the avoidance of doubt, any additional Calculation
Date designated by the Borrower pursuant to Section 5.2(f)), the Administrative Agent, acting at the direction of the Required
Lenders in their sole and absolute discretion, may provide written notice to the Borrower that the percentage used to calculate the amount
of the Cash Sweep in Clause “Ninth” of Section 5.2(b) shall be lowered to the percentage set forth in such notice
with respect to the related Distribution Date.


 


(e) For
the avoidance of doubt, no payment that is made pursuant to Clause “Ninth” of Section 5.2(b) shall constitute
the payment of Required Amortization.


 




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(f) Notwithstanding
anything herein to the contrary, so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, the Borrower
may designate the tenth (10th) day (or if such day is not a Business Day, the next succeeding Business Day) of any calendar month in which
a Calculation Date is not scheduled to occur as an additional Calculation Date by delivering written notice of such designation to the
Administrative Agent no later than five (5) Business Days prior such day. Upon the Administrative Agent’s receipt of such written
designation, such designated day shall constitute a Calculation Date for purposes of this Loan Agreement and the other Transaction Documents,
the fifth day thereafter (or if such day is not a Business Day, the next succeeding Business Day) shall constitute a Distribution Date
for purpose of this Loan Agreement and the other Transaction Documents, the Borrower shall be obligated to prepare and deliver to the
Administrative Agent a Calculation Date Report on such designated Calculation Date with respect to the related Distribution Date and concurrently
deliver or cause to be delivered the related Payment Instructions in accordance with Section 5.2(a), and the Available Amount on deposit
in the Collection Account on such Distribution Date shall be distributed in accordance with Section 5.2(b), subject, in each case, to
the procedures specified in Section 5.2(a).


 


(g) The
Borrower may deposit any amounts received as a capital contribution from the Parent into the Borrower Account. At any time the Available
Amount for distribution on the immediately following Distribution Date is insufficient to pay amounts due under Section 5.2(b) or Section
5.2(c) as applicable, the Borrower may transfer an amount equal to such deficiency into the Collection Account. Amounts transferred by
the Borrower from the Borrower Account into the Collection Account shall constitute part of the Available Amount for distribution on the
immediately following Distribution Date in accordance with Section 5.2(b) or Section 5.2(c), as applicable. On or prior to the date of
the making of any such deposit into the Collection Account, the Borrower shall notify the Administrative Agent in writing of the amount
of such deposit.


 


Section 5.3 Permitted
Investments.


 


(a) Funds
at any time held in the Collection Account and the Reserve Account may be invested and reinvested at the direction of the Borrower (unless
an Event of Default shall have occurred and be continuing, in which case at the written direction of the Administrative Agent) in one
or more Permitted Investments in a manner provided in Section 5.3(c). In the absence of any such direction, funds held in the Collection
Account or the Reserve Account shall not be invested. Funds at any time held in the Payment Account shall not be invested.


 


(b) Each
investment made pursuant to this Section 5.3 on any date with respect to the Collection Account or the Reserve Account shall mature
or be available not later than the Business Day preceding the Distribution Date after the day on which such investment is made, except
that any investment made on the day preceding a Distribution Date shall mature on such Distribution Date.


 


(c) Any
investment of funds in the Reserve Account or the Collection Account shall be made in Permitted Investments in which the Administrative
Agent has (or will have upon acquisition) a first priority, perfected Lien.


 




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(d) The
Administrative Agent shall not be liable in any manner by reason of any insufficiency in the Collection Account or the Reserve Account
resulting from any loss on any Permitted Investment included therein.


 


ARTICLE
VI



INCREASED COSTS, ETC.


 


Section 6.1 Increased
Costs. If any change in Regulation D of the Board of Governors of the Federal Reserve System, or any Regulatory Change, in each case
occurring after the Closing Date:


 


(A) shall
subject any Affected Party to any Tax, duty or other charge with respect to any Advance made or funded by it, or shall change the basis
of the imposition of any Tax on payments to such Affected Party of the principal of or interest on any Advance owed to or funded by it
or any other amounts due under this Loan Agreement in respect of any Advance made or funded by it (except for changes in the rate of Tax
on the overall net income of such Affected Party imposed by any applicable jurisdiction in which such Affected Party has an office);


 


(B) shall
impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal
Reserve System, but excluding any reserve included in the determination of interest rates pursuant to Section 3.1), special deposit
or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Affected Party;


 


(C) shall
change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; or


 


(D) shall
impose on any Affected Party any other condition affecting any Advance made or funded by any Affected Party;


 


and the result of any of the foregoing is or would
be to (i) increase the cost to or impose a cost on an Affected Party funding or making or maintaining any Advance (including any commitment
of such Affected Party with respect to any of the foregoing), (ii) to reduce the amount of any sum received or receivable by an Affected
Party under this Loan Agreement or the Lender Notes, or (iii) in the good faith determination of such Affected Party, to reduce the rate
of return on the capital of an Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level
below that which such Affected Party could otherwise have achieved, and, in each case, unless any of the foregoing was imposed upon such
Affected Party by a regulatory authority, such Affected Party determines that any of the foregoing also has a similar effect on any other
credit facilities or other financing arrangements that are secured by life insurance policies (or interests therein) to which such Affected
Party is a party to as a lender, administrative agent or other similar capacity, then after demand by such Affected Party to the Borrower
(which demand shall be accompanied by a written statement setting forth the basis of such demand), the Borrower shall pay such Affected
Party such additional amount or amounts as will (in the reasonable determination of such Affected Party) compensate such Affected Party
for such increased cost or such reduction. Such written statement (which shall include calculations in reasonable detail) shall, in the
absence of manifest error, be rebuttable presumptive evidence of the subject matter thereof.


 




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Section 6.2 Funding
Losses. The Borrower hereby agrees that upon demand by any Affected Party (which demand shall be accompanied by a statement setting
forth the basis for the calculations of the amount being claimed) the Borrower will indemnify such Affected Party against any net loss
or actual expense which such Affected Party actually sustains or incurs (including, without limitation, any net loss or expense actually
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to fund or maintain any
Advance made by any Lender to the Borrower), as reasonably determined by such Affected Party, as a result of (a) any payment or prepayment
(including any mandatory prepayment) of any Advance on a date other than a Distribution Date, or (b) any failure of the Borrower to borrow
any Advance on the date specified therefor in a First Initial Advance Acceptance, a Second Initial Advance Acceptance, a Subsequent Advance
Acceptance or an Additional Policy Advance Acceptance. Such written statement shall, in the absence of manifest error, be rebuttable presumptive
evidence of the subject matter thereof.


 


Section 6.3 Withholding
Taxes.


 


(a) All
payments made by the Borrower hereunder shall be made free and clear of, and without reduction or withholding for or on account of, any
present or future Covered Taxes. If any Covered Taxes are required to be withheld from any amounts payable to the Administrative Agent
or any Lender, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to
the Administrative Agent or such Lender (after payment of all Taxes) all such amounts payable hereunder at the rates or in the amounts
specified herein. Whenever any Covered Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send
to the Administrative Agent for its own account or for the account of the related Lender, as the case may be, a certified copy or an original
official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Covered Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent the required documentary evidence, the Borrower shall indemnify the Administrative
Agent and each Lender for such Covered Taxes and any incremental Taxes that may become payable by the Administrative Agent or any Lender
as a result of any such failure.


 


(b) At
least five (5) Business Days prior to the first date on which any payments, including discount or Fees, are payable hereunder for the
account of any Lender, if such Lender is not organized under the laws of the United States, such Lender agrees to deliver to each of the
Borrower, the Securities Intermediary and the Administrative Agent two (2) duly completed copies of (i) United States Internal Revenue
Service Form W-8BEN or W-8ECI (or successor applicable form) certifying that such Lender is entitled to receive payments hereunder without
deduction or withholding, or at a reduced rate of withholding, of any United States federal income taxes, provided such Lender is legally
able to provide such forms or (ii) United States Internal Revenue Service Form W-9 or substitute W-9 (or successor applicable form) to
establish an exemption from United States backup withholding tax. Each Lender shall replace or update such forms as is necessary or appropriate
to maintain any applicable exemption or as is requested by the Administrative Agent, the Securities Intermediary or the Borrower.


 




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ARTICLE VII


 


CONDITIONS TO BORROWING


 


The making of the Advances
hereunder is subject to the following conditions precedent:


 


Section 7.1 Conditions
Precedent to each Ongoing Maintenance Advance. The Administrative Agent and the Lenders shall have no obligation to make an Ongoing
Maintenance Advance unless:


 


(a) Representations
and Covenants. On and as of the date of such Ongoing Maintenance Advance: (i) the representations of each of the Borrower, the Parent,
the Custodian, the Securities Intermediary and the Servicer set forth in the Transaction Documents shall be true and correct in all material
respects with the same effect as if made on such date, and (ii) each of the Borrower, the Parent, the Custodian, the Securities Intermediary
and the Servicer shall be in compliance with the covenants set forth in the Transaction Documents to which it is a party.


 


(b) Fees.
All Fees due and payable shall have been paid.


 


(c) LTV.
After giving effect to such Ongoing Maintenance Advance, the LTV shall not exceed sixty percent (60.0%), as determined by the Required
Lenders in their sole and absolute discretion.


 


(d) Borrowing
Base. Such Ongoing Maintenance Advance shall not exceed an amount such that such Ongoing Maintenance Advance, when taken together
with the outstanding balance of all previous Advances (including any Protective Advances), would cause the aggregate outstanding balance
of the Advances to exceed the Borrowing Base as of the date of such Ongoing Maintenance Advance.


 


(e) No
Liens; First Priority Security Interest. There shall be no encumbrance or Lien on any of the Collateral other than Liens or encumbrances
created or expressly permitted under the Transaction Documents.


 


(f) No
Material Change in Laws. Since January 1, 2015, no material adverse change in any Applicable Law or any tax treatment of life insurance
death benefits or proceeds shall have occurred or reasonably could be expected to occur.


 




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(g) No
Event of Default or Unmatured Event of Default. No Event of Default or Unmatured Event of Default shall have occurred and be continuing
or will result from the making of such Ongoing Maintenance Advance.


 


(h) Borrowing
Request; etc. The Administrative Agent shall have received a Borrowing Request (including a Borrowing Base Certificate) for such Ongoing
Maintenance Advance (which may be an electronic or facsimile transmission).


 


(i) Transaction
Documents. Each of the Transaction Documents shall be in full force and effect.


 


(j) Commitments.
The Lenders’ Commitments shall have not been terminated.


 


(k) Material
Adverse Effect. No event shall have occurred during the shorter of (i) the three (3) year period preceding the date of such Ongoing
Maintenance Advance and (ii) the period of time commencing on the Closing Date and ending on the date of such Ongoing Maintenance Advance,
that could reasonably be expected to have a Material Adverse Effect.


 


(l) Other
Ongoing Maintenance Advances. The Lenders shall not have made more than two (2) other Ongoing Maintenance Advances in the calendar
month of the proposed Advance Date for such Ongoing Maintenance Advance.


 


(m) Advance
Date. The proposed Advance Date for such Ongoing Maintenance Advance is on or after March 14, 2017 and on or prior to the Commitment
Termination Date.


 


Section 7.2 Conditions
Precedent to each Additional Policy Advance. The making of each Additional Policy Advance is subject to conditions precedent to be
determined by the Lenders in their sole and absolute discretion, provided that the conditions precedent for the Third A&R Advance
are set forth in Section 7.4.


 


Section 7.3 Lender Valuation.
(a) Lender Valuation. With respect to each Distribution Date occurring prior to September 27, 2027, the Administrative Agent shall,
within three (3) Business Days prior to the related Calculation Date, provide the Borrower with the Lender Valuation of the Pledged Policies
(including the amount of the Lender Valuation allocated to each individual Pledged Policy) as of such Calculation Date, along with the
calculation of the Borrowing Base; provided that if such Distribution Date occurs in connection with a Calculation Date that has been
designated by the Borrower pursuant to Section 5.2(f), then on such Calculation Date, the Administrative Agent shall provide the Borrower
with the most recent Lender Valuation of the Pledged Policies (including the amount of the Lender Valuation allocated to each individual
Pledged Policy) that it previously delivered to the Borrower, along with the most recent calculation of the Borrowing Base that it previously
delivered to the Borrower. In addition, prior to September 27, 2027, with respect to each calendar month in which a Distribution Date
does not occur, the Administrative Agent shall, within ten (10) Business Days after the last day of the immediately preceding calendar
month, provide the Borrower with the Lender Valuation of the Pledged Policies (including the amount of the Lender Valuation allocated
to each individual Pledged Policy) as of the last day of the immediately preceding calendar month. The Borrower and Required Lenders hereby
acknowledge that the methodology and metrics utilized by the Required Lenders in determining the Lender Valuation may be different than
the methodology and metrics utilized by the Borrower and its Affiliates in determining the value of the Pledged Policies in connection
with preparing the financial statements of the Borrower and its Affiliates.


 




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(b) Lender
Valuation Dispute. Subject to the third to last sentence of this Section 7.3(b), if the Borrower disagrees with a Lender Valuation
relating to a determination of the LTV, it may dispute such Lender Valuation (a “Valuation Dispute”). The Borrower
shall obtain a valuation of the Collateral from a third-party acceptable to the Required Lenders in their commercially reasonable judgment
who is experienced in valuing Policies (a “Borrower Valuation”). In the event the Borrower Valuation (A) is more than
ten percent (10%) higher than the Lender Valuation of the Pledged Policies and (B) results in an LTV of less than fifty percent (50%),
then, at the Administrative Agent’s option, (i) on the first Distribution Date occurring after the Borrower obtains such Borrower
Valuation, such Borrower Valuation will be used for the determination of the LTV (and for each subsequent Distribution Date, the Lender
Valuation, as determined by the Administrative Agent from time to time, will be used for all subsequent determinations of the LTV, subject
to the Borrower initiating any future Valuation Disputes in accordance with the terms hereof) or (ii) the Administrative Agent may request
in writing that the Borrower repay all the Advances outstanding plus accrued interest and expenses in respect thereof (a “Payoff
Notice”). If the Borrower does not repay such amount in full within one hundred eighty (180) days of the Payoff Notice, the
Borrower will no longer have the right to initiate a Valuation Dispute and the Lender Valuation, as determined by the Administrative Agent
from time to time, will be used for all subsequent determinations of the LTV. During such one hundred eighty (180) day period, the LTV
and the related Lender Valuation shall equal the amounts as initially calculated by the Required Lenders. No Yield Maintenance Fee shall
be payable in connection with the repayment of Advances by the Borrower pursuant to this Section 7.3(b).


 


Section 7.4 Conditions
Precedent to Third A&R Advance. The making of the Third A&R Advance is subject to the following conditions precedent:


 


(a) Representations
and Covenants. On and as of the date of the making of the Third A&R Advance: (i) the representations of each of the Borrower,
the Parent, the Custodian, the Securities Intermediary and the Servicer set forth in the Transaction Documents shall be true and correct
with the same effect as if made on such date, and (ii) each of the Borrower, the Parent, the Custodian, the Securities Intermediary and
the Servicer shall be in compliance with the covenants set forth in the Transaction Documents to which it is a party.


 




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(b) Closing
Documents. The Administrative Agent shall have received all of the following, each duly executed and dated as of the Third A&R
Closing Date, in form and substance satisfactory to the Required Lenders:


 


(i) Transaction
Documents. Duly executed and delivered counterparts of this Loan Agreement and each other Transaction Document, which agreements shall
be in full force and effect.


 


(ii) Resolutions;
Organizational Documentation. Certified copies of resolutions for the Borrower and the Parent authorizing or ratifying the execution,
delivery and performance of each Transaction Document to which it is, or will be, a party, together with certified copies of the Borrower
Organizational Documents and in the case of the Parent, a certified copy of its certificate of formation and limited liability company
agreement.


 


(iii) Consents,
etc. Certified copies of all documents evidencing any necessary waivers, consents and approvals required by the Borrower, the Parent
and the Servicer with respect to each Transaction Document to which it is a party (including, without limitation, any and all approvals
required for the Borrower or the Servicer to service the Collateral).


 


(iv) Incumbency
and Signatures. A certificate of each of the Borrower, the Parent and the Servicer, certifying the names of its or its trustee’s
or members, managers, directors or officers authorized to sign each Transaction Document to which it is, or will be, a party.


 


(v) Good
Standing Certificates. Good standing certificates for each of the Borrower, the Parent and the Servicer issued as of a recent date
acceptable to the Administrative Agent by: (i) the Secretary of State (or similar governmental authority) of the jurisdiction of such
Person’s formation, and (ii) the Secretary of State (or similar governmental authority) of the jurisdiction where such Person’s
chief executive office and principal place of business are located.


 


(vi) [Reserved].


 


(vii) Lien
Search Report. Results of completed UCC and tax and judgment lien searches and court searches for the jurisdictions of formation and
chief executive office of the Borrower and the Third A&R Transferor dated within two (2) weeks before the Third A&R Closing Date
that name either the Borrower or the Third A&R Transferor as debtor (none of which shall show any of the Collateral subject to any
Liens other than those created pursuant to the Transaction Documents).


 


(viii) Payment
of Fees. Evidence (which may be in the form of one or more wire instructions and/or confirmations) that all Fees payable hereunder
or under any other Transaction Document and all costs and expenses then due and payable have been paid or will be paid out of the proceeds
of the Third A&R Advance.


 




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(ix) Opinions
of Counsel. Opinions of counsel to the Borrower, the Third A&R Transferor, Parent and the Servicer, in form and substance satisfactory
to the Administrative Agent.


 


(x) [Reserved].


 


(xi) [Reserved].


 


(xii) [Reserved].


 


(xiii) [Reserved].


 


(xiv) Material
Contracts. Certified copies of all material contracts and other agreements of the Borrower or relating to the Collateral and any amendments,
restatements, supplements, replacements or modifications thererof, in all cases to the extent not previously delivered by the Borrower
to Administrative Agent.


 


(xv) Operational
Plan and Annual Budget. The Operational Plan and Annual Budget, with respect to the Third A&R Policies as of the Third A&R
Closing Date, in form and substance reasonably acceptable to the Administrative Agent and the Insurance Consultant.


 


(xvi) Solvency
Certificate. A certificate of solvency executed by an officer or director of the Parent, certifying that each of the Borrower, the
Third A&R Transferor and the Parent is and will be Solvent and able to pay its debts as they come due, and will have adequate capital
to conduct its business.


 


(xvii) Life
Expectancy Reports. Copies of any Life Expectancy Reports in the possession of the Borrower or any of its Affiliates from 21st
or AVS for any Insured related to a Third A&R Policy.


 


(xviii) Others.
Such other documents as the Administrative Agent may reasonably request.


 


(c) [Reserved].


 


(d) Eligible
Policies. Each of the Third A&R Policies as of the date of the making of the Third A&R Advance shall be an Eligible Policy,
it being understood that such determination shall not operate as a waiver by the Administrative Agent or any Lender of any right or remedy
hereunder or under any other Transaction Document if it is subsequently discovered that any such Third A&R Policy was not an Eligible
Policy as of the Third A&R Advance.


 




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(e) Delivery
of Policies to Custodian. The originals of all Third A&R Policies (or, if not available, certified copies thereof), and all other
documents comprising the related Custodial Packages (including all originals thereof, to the extent required or, if not required, to the
extent available) shall have been delivered to and are held by the Custodian, including evidence that all Premiums required to be funded
prior to the date of the Third A&R Advance in order to keep the Third A&R Policies in force and not in grace or lapse status through
at least forty-five (45) days thereafter have been paid, and the Custodian shall have verified to the Administrative Agent in writing
its receipt of all documents required to be contained in the related Custodial Package by delivering the required certification pursuant
to the terms of the Account Control Agreement.


 


(f) Satisfactory
Tax Review. The Required Lenders shall be satisfied with their review of all tax matters relating to the Borrower.


 


(g) Security
Interest. The Required Lenders shall be satisfied that the Liens and security interests created under and granted by the Transaction
Documents are first priority perfected exclusive Liens and will not be subject to any other senior or pari passu Liens, security interests
or any other Adverse Claims prior to or after the Third A&R Closing Date as determined in the Required Lenders’ sole and absolute
discretion.


 


(h) No
Material Change in Laws. Since January 1, 2015, no material adverse change in any Applicable Law or any tax treatment of life insurance
death benefits or proceeds shall have occurred or reasonably could be expected to occur.


 


(i) [Reserved].


 


(j) Acknowledgements.
The Securities Intermediary shall have delivered written confirmation to the Administrative Agent that it has received an Acknowledgement
for each Third A&R Policy and has credited each Third A&R Policy to the Policy Account and the Securities Intermediary shall have
delivered copies of each such Acknowledgement to the Administrative Agent.


 


(k) [Reserved].


 


(l) No
Event of Default or Unmatured Event of Default. No Event of Default or Unmatured Event of Default shall have occurred and be continuing
or will result from the making of the Third A&R Advance.


 


(m) Borrowing
Request; etc. The Administrative Agent shall have received a Borrowing Request (including (i) a confirmation that the Collateral Packages
for the Third A&R Policies have been uploaded to the FTP Site and (ii) a Borrowing Base Certificate) for the Third A&R Advance
(which may be transmitted electronically) in an amount equal to the Third A&R Advance Amount.


 




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(n) Third
Party Releases. The Borrower and the Parent shall have executed and delivered all necessary third party releases with respect to the
Third A&R Policies, as determined by the Administrative Agent in its sole and absolute discretion.


 


(o) [Reserved].


 


(p) [Reserved].


 


(q) Lender
Notes. Each Lender shall have received an executed original of its Lender Note.


 


(r) [Reserved].


 


(s) Transaction
Documents. Each of the Transaction Documents is in full force and effect.


 


(t) Commitments.
The Lenders’ Commitments have not been terminated.


 


(u) Material
Adverse Effect. No event has occurred that could reasonably be expected to have a Material Adverse Effect.


 


(v) Third
A&R Advance Amount. The amount of the Third A&R Advance shall be equal to the Third A&R Advance Amount.


 


The making of the following
Advances were previously subject to the following conditions precedent:


 


Section 7.5 Conditions
Precedent to the Closing and the First Initial Advance. The Administrative Agent and the Lenders had no obligation to consummate the
transactions contemplated by the Original Loan Agreement and make the First Initial Advance unless:


 


(a) Representations
and Covenants. On and as of the date of the First Initial Advance: (i) the representations of each of the Borrower, the Parent, the
Custodian, the Securities Intermediary and the Servicer set forth in the Transaction Documents were true and correct with the same effect
as if made on such date, and (ii) each of the Borrower, the Parent, the Custodian, the Securities Intermediary and the Servicer were in
compliance with the covenants set forth in the Transaction Documents to which it is a party.


 


(b) Closing
Documents. The Administrative Agent received all of the following, each duly executed and dated as of the Closing Date, in form and
substance satisfactory to the Required Lenders:


 


(i) Transaction
Documents. Duly executed and delivered counterparts of the Original Loan Agreement and each other Transaction Document (as defined
in the Original Loan Agreement), which agreements were in full force and effect.


 




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(ii) Resolutions;
Organizational Documentation. Certified copies of resolutions for the Borrower and the Parent authorizing or ratifying the execution,
delivery and performance of each Transaction Document (as defined in the Original Loan Agreement) to which it was, or would be, a party,
together with certified copies of the Borrower Organizational Documents and in the case of the Parent, a certified copy of its certificate
of formation and limited liability company agreement.


 


(iii) Consents,
etc. Certified copies of all documents evidencing any necessary waivers, consents and approvals required by the Borrower, the Parent
and the Servicer with respect to each Transaction Document (as defined in the Original Loan Agreement) to which it was, or would be, a
party (including, without limitation, any and all approvals required for the Borrower or the Servicer to service the Collateral).


 


(iv) Incumbency
and Signatures. A certificate of each of the Borrower, the Parent and the Servicer, certifying the names of its or its trustee’s
or members, managers, directors or officers authorized to sign each Transaction Document (as defined in the Original Loan Agreement) to
which it is, or will be, a party.


 


(v) Good
Standing Certificates. Good standing certificates for each of the Borrower, the Parent and the Servicer issued as of a recent date
acceptable to the Administrative Agent by: (i) the Secretary of State (or similar governmental authority) of the jurisdiction of such
Person’s formation, and (ii) the Secretary of State (or similar governmental authority) of the jurisdiction where such Person’s
chief executive office and principal place of business are located.


 


(vi) Financing
Statements. Copies of UCC-1 financing statements, in form and substance satisfactory to Administrative Agent, to be filed on or before
the Closing Date, naming each of the Borrower and the Parent as debtor, and Administrative Agent, for the benefit of the Secured Parties,
as secured party, and other documents necessary or reasonably requested by Administrative Agent, to evidence the perfection of the Administrative
Agent’s security interest in the Collateral.


 


(vii) Lien
Search Report. Results of completed UCC and tax and judgment lien searches and court searches for the jurisdictions of formation and
chief executive office of the Borrower and Parent dated within two (2) weeks before the Closing Date that named the Borrower and Parent
as debtor (none of which showed any of the Collateral subject to any Liens other than those created pursuant to the Transaction Documents
(as defined in the Original Loan Agreement)).


 


(viii) Payment
of Fees. Evidence (which may be in the form of one or more wire instructions and/or confirmations) that all Fees payable under the
Original Loan Agreement or under any other Transaction Document (as defined in the Original Loan Agreement) and all costs and expenses
then due and payable had been paid or were paid out of the proceeds of the First Initial Advance.


 




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(ix) Opinions
of Counsel. Opinions of counsel to the Borrower, the Parent, the Custodian, the Securities Intermediary and the Servicer, in form
and substance satisfactory to the Administrative Agent.


 


(x) Accounts.
Evidence that the Accounts, the Policy Account and the Borrower Account had been established in accordance with the Transaction Documents
(as defined in the Original Loan Agreement) and on the Closing Date, the amount on deposit in the Reserve Account was equal to $11,250,000
and the amount on deposit in the Payment Account was equal to $13,768,088.26.


 


(xi) Collateral
Package. Copies of the complete Collateral Packages for the Subject Policies satisfactory to the Administrative Agent as of the Closing
Date.


 


(xii) Consent
and Estoppel Agreements. Executed consent and estoppel agreements in form and substance satisfactory to the Administrative Agent from
certain contractual counterparties previously designated in writing by the Administrative Agent (including, without limitation, the Servicer,
the Custodian and the Securities Intermediary).


 


(xiii) Insurance
Consultant. Reports produced by the Insurance Consultant, in form and substance satisfactory to the Administrative Agent.


 


(xiv) Material
Contracts. Certified copies of all material contracts and other agreements of the Borrower or relating to the Collateral.


 


(xv) Operational
Plan and Annual Budget. The Operational Plan and Annual Budget, with respect to the Subject Policies as of the Closing Date, in form
and substance reasonably acceptable to the Administrative Agent and the Insurance Consultant.


 


(xvi) Solvency
Certificate. A certificate of solvency executed by an officer or director of the Parent, certifying that each of the Borrower and
the Parent was and would be Solvent and able to pay its debts as they come due, and would have adequate capital to conduct its business.


 


(xvii) Others.
Such other documents as the Administrative Agent may have reasonably requested.


 


(c) LTV.
After giving effect to the First Initial Advance, the LTV did not exceed sixty percent (60.0%), as determined by the Required Lenders
in their sole and absolute discretion.


 


(d) Reserved.


 






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(e) Eligible
Policies. Each of the Subject Policies as of the Closing Date was an Eligible Policy, as determined by the Required Lenders in their
sole and absolute discretion, it being understood that such determination shall not operate as a waiver by the Administrative Agent or
any Lender of any right or remedy hereunder or under any other Transaction Document if it is subsequently discovered that any such Subject
Policy was not an Eligible Policy as of the Closing Date.


 


(f) Delivery
of Policies to Custodian. The originals of all Subject Policies (or, if not available, certified copies thereof), and all other documents
comprising the related Custodial Packages (including all originals thereof, to the extent required or, if not required, to the extent
available) were delivered to were held by the Custodian, including evidence that all Premiums required to be funded prior to the Closing
Date in order to keep the Subject Policies in force and not in grace or lapse status through at least forty-five (45) days thereafter
had been paid, and the Custodian verified to the Administrative Agent in writing its receipt of all documents required to be contained
in the related Custodial Package by having delivered the required certification pursuant to the terms of the Account Control Agreement.


 


(g) Satisfactory
Tax Review. The Required Lenders were satisfied with their review of all tax matters relating to the Borrower.


 


(h) Security
Interest. The Required Lenders were satisfied that the Liens and security interests created under and granted by the Transaction Documents
(as defined in the Original Loan Agreement) were first priority perfected exclusive Liens and would not be subject to any other senior
or pari passu Liens, security interests or any other Adverse Claims prior to or after the Closing Date as determined in the Required Lenders’
sole and absolute discretion.


 


(i) No
Material Change in Laws. Since January 1, 2015, no material adverse change in any Applicable Law or any tax treatment of life insurance
death benefits or proceeds had occurred or reasonably could have been expected to occur.


 


(j) Collateral
Assignment. The Securities Intermediary or the Insurance Consultant had delivered to the related Issuing Insurance Companies a fully
completed and executed collateral assignment in respect of each Subject Policy on the Closing Date, naming the Administrative Agent, on
behalf of the Lenders, as the collateral assignee and the Administrative Agent received verbal confirmation on a recorded line from each
of the related Issuing Insurance Companies that all such collateral assignments had been received by such Issuing Insurance Companies
and no other collateral assignments were on file with such Issuing Insurance Companies.


 


(k) Acknowledgements.
The Securities Intermediary delivered written confirmation to the Administrative Agent that it had received an Acknowledgement for each
Subject Policy and had credited each Subject Policy to the Policy Account and the Securities Intermediary delivered copies of each such
Acknowledgement to the Administrative Agent.


 


(l) Change
Forms. The Securities Intermediary confirmed to the Administrative Agent in writing that it was holding completed Change Forms with
respect to the Subject Policies executed by the Securities Intermediary in blank and the Administrative Agent received copies of such
Change Forms.


 




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(m) No
Event of Default or Unmatured Event of Default. No Event of Default or Unmatured Event of Default had occurred and was continuing
or resulted from the making of the First Initial Advance.


 


(n) Borrowing
Request; etc. The Administrative Agent received a Borrowing Request (including (i) a confirmation that the Collateral Packages for
the Subject Policies had been uploaded to the FTP Site and (ii) a Borrowing Base Certificate) for the First Initial Advance (which may
have been an electronic or facsimile transmission).


 


(o) Third
Party Releases. The Borrower and the Parent had executed and delivered all necessary third party releases with respect to the Subject
Policies, as determined by the Administrative Agent in its sole and absolute discretion.


 


(p) Insurance
Consultant. The Borrower executed and delivered or caused all necessary third parties to execute and deliver all documentation and
authorizations necessary for the Insurance Consultant to communicate and receive verifications of coverage and obtain other information
from the Issuing Insurance Companies related to the Subject Policies, as determined by the Administrative Agent in its sole and absolute
discretion.


 


(q) Collateral
Packages. The Borrower uploaded the Collateral Packages for the Subject Policies to the FTP Site.


 


(r) Lender
Notes. Each Lender received an executed original of its Lender Note.


 


Section 7.6 Conditions
Precedent to the Second Initial Advance. The Administrative Agent and the Lenders had no obligation to make the Second Initial
Advance unless:


 


(a) Representations
and Covenants. On and as of the date of the Second Initial Advance: (i) the representations of each of the Borrower, the Parent, the
Custodian, the Securities Intermediary and the Servicer set forth in the Transaction Documents were true and correct with the same effect
as if made on such date, and (ii) each of the Borrower, the Parent, the Custodian, the Securities Intermediary and the Servicer were in
compliance with the covenants set forth in the Transaction Documents to which it is a party.


 


(b) Closing
Documents. The Administrative Agent received all of the following, each duly executed and dated as of the date of the Second Initial
Advance, in form and substance satisfactory to the Required Lenders:


 


(i) Good
Standing Certificates. Good standing certificates for each of the Borrower, the Parent and the Servicer issued as of a recent date
acceptable to the Administrative Agent by: (i) the Secretary of State (or similar governmental authority) of the jurisdiction of such
Person’s formation, and (ii) the Secretary of State (or similar governmental authority) of the jurisdiction where such Person’s
chief executive office and principal place of business are located.


 




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(ii) Lien
Search Report. Results of completed UCC and tax and judgment lien searches and court searches for the jurisdictions of formation and
chief executive office of the Borrower and Parent dated within two (2) weeks before the date of the Second Initial Advance that named
the Borrower and Parent as debtor (none of which showed any of the Collateral subject to any Liens other than those created pursuant to
the Transaction Documents (as defined in the Original Loan Agreement)).


 


(iii) Payment
of Fees. Evidence (which may be in the form of one or more wire instructions and/or confirmations) that all Fees payable hereunder
or under any other Transaction Document (as defined in the Original Loan Agreement) and all costs and expenses then due and payable had
been paid or were paid out of the proceeds of the Second Initial Advance.


 


(iv) Collateral
Package. Copies of the complete Collateral Packages for the Subject Policies satisfactory to the Administrative Agent as of the date
of the Second Initial Advance.


 


(v) Insurance
Consultant. Reports produced by the Insurance Consultant, in form and substance satisfactory to the Administrative Agent.


 


(vi) Operational
Plan and Annual Budget. The Operational Plan and Annual Budget, with respect to the Subject Policies as of the date of the Second
Initial Advance, in form and substance reasonably acceptable to the Administrative Agent and the Insurance Consultant.


 


(vii) Solvency
Certificate. A certificate of solvency executed by an officer or director of the Parent, certifying that each of the Borrower and
the Parent was and would be Solvent and able to pay its debts as they come due, and would have adequate capital to conduct its business.


 


(viii) Others.
Such other documents as the Administrative Agent may have reasonably requested.


 


(c) LTV.
After giving effect to the Second Initial Advance, the LTV did not exceed sixty percent (60.0%), as determined by the Required Lenders
in their sole and absolute discretion.


 


(d) Reserved.


 






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(e) Eligible
Policies. Each of the Subject Policies as of the date of the Second Initial Advance was an Eligible Policy, as determined by the Required
Lenders in their sole and absolute discretion, it being understood that such determination shall not operate as a waiver by the Administrative
Agent or any Lender of any right or remedy hereunder or under any other Transaction Document if it is subsequently discovered that any
such Subject Policy was not an Eligible Policy as of the date of the Second Initial Advance.


 


(f) Delivery
of Policies to Custodian. The originals of all Subject Policies (or, if not available, certified copies thereof), and all other documents
comprising the related Custodial Packages (including all originals thereof, to the extent required or, if not required, to the extent
available) were delivered to and are held by the Custodian, including evidence that all Premiums required to be funded prior to the date
of Second Initial Advance in order to keep the Subject Policies in force and not in grace or lapse status through at least forty-five
(45) days thereafter had been paid, and the Custodian verified to the Administrative Agent in writing its receipt of all documents required
to be contained in the related Custodial Package by having delivered the required certification pursuant to the terms of the Account Control
Agreement.


 


(g) Security
Interest. The Required Lenders were satisfied that the Liens and security interests created under and granted by the Transaction Documents
(as defined in the Original Loan Agreement) were first priority perfected exclusive Liens and would not be subject to any other senior
or pari passu Liens, security interests or any other Adverse Claims prior to or after the date of the Second Initial Advance as determined
in the Required Lenders’ sole and absolute discretion.


 


(h) No
Material Change in Laws. Since January 1, 2015, no material adverse change in any Applicable Law or any tax treatment of life insurance
death benefits or proceeds had occurred or reasonably could have been expected to occur.


 


(i) Collateral
Assignment. The Securities Intermediary or the Insurance Consultant had delivered to the related Issuing Insurance Companies a fully
completed and executed collateral assignment in respect of each Subject Policy on or prior to the date of the Second Initial Advance,
naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee and the Administrative Agent received verbal confirmation
on a recorded line from each of the related Issuing Insurance Companies that all such collateral assignments had been received by such
Issuing Insurance Companies and no other collateral assignments were on file with such Issuing Insurance Companies.


 


(j) Acknowledgements.
The Securities Intermediary delivered written confirmation to the Administrative Agent that it had received an Acknowledgement for each
Subject Policy and had credited each Subject Policy to the Policy Account and the Securities Intermediary delivered copies of each such
Acknowledgement to the Administrative Agent.


 


(k) Change
Forms. The Securities Intermediary confirmed to the Administrative Agent in writing that was holding completed Change Forms with respect
to the Subject Policies executed by the Securities Intermediary in blank and the Administrative Agent received copies of such Change Forms.


 






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(l) No
Event of Default or Unmatured Event of Default. No Event of Default or Unmatured Event of Default had occurred was continuing or resulted
from the making of the Second Initial Advance.


 


(m) Borrowing
Request; etc. The Administrative Agent received a Borrowing Request (including (i) a confirmation that the Collateral Packages
for the Subject Policies had been uploaded to the FTP Site and (ii) a Borrowing Base Certificate) for the Second Initial Advance
(which may have been an electronic or facsimile transmission).


 


(n) Third
Party Releases. The Borrower and the Parent had executed and delivered all necessary third party releases with respect to the Subject
Policies, as determined by the Administrative Agent in its sole and absolute discretion.


 


(o) Insurance
Consultant. The Borrower executed and delivered or caused all necessary third parties to execute and deliver all documentation and
authorizations necessary for the Insurance Consultant to communicate and receive verifications of coverage and obtain other information
from the Issuing Insurance Companies related to the Subject Policies, as determined by the Administrative Agent in its sole and absolute
discretion.


 


(p) Collateral
Packages. The Borrower uploaded the Collateral Packages for the Subject Policies to the FTP Site.


 


(q) Transaction
Documents. Each of the Transaction Documents (as defined in the Original Loan Agreement) was in full force and effect.


 


(r) Commitments.
The Lenders’ Commitments had not been terminated.


 


(s) Material
Adverse Effect. No event occurred that could reasonably have been expected to have a Material Adverse Effect.


 


Section 7.7 Conditions
Precedent to First Advance Following the Amended and Restated Closing Date. The making of the first Advance on or following the
Amended and Restated Closing Date was subject to the following conditions precedent:


 


(a) Representations
and Covenants. On and as of the date of the making of such Advance: (i) the representations of each of the Borrower, the Parent, the
Custodian, the Securities Intermediary and the Servicer set forth in the Transaction Documents were true and correct with the same effect
as if made on such date, and (ii) each of the Borrower, the Parent, the Custodian, the Securities Intermediary and the Servicer were in
compliance with the covenants set forth in the Transaction Documents to which it is a party.


 






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(b) Closing
Documents. The Administrative Agent received all of the following, each duly executed and dated as of the Amended and Restated Closing
Date, in form and substance satisfactory to the Required Lenders:


 


(i) Transaction
Documents. Duly executed and delivered counterparts of this Loan Agreement and each other Transaction Document, which agreements shall
be in full force and effect.


 


(ii) Resolutions;
Organizational Documentation. Certified copies of resolutions for the Borrower and the Parent authorizing or ratifying the execution,
delivery and performance of each Transaction Document to which it is, or would be, a party, together with certified copies of the Borrower
Organizational Documents and in the case of the Parent, a certified copy of its certificate of formation and limited liability company
agreement.


 


(iii) Consents,
etc. Certified copies of all documents evidencing any necessary waivers, consents and approvals required by the Borrower, the Parent
and the Servicer with respect to each Transaction Document to which it was a party (including, without limitation, any and all approvals
required for the Borrower or the Servicer to service the Collateral).


 


(iv) Incumbency
and Signatures. A certificate of each of the Borrower, the Parent and the Servicer, certifying the names of its or its trustee’s
or members, managers, directors or officers authorized to sign each Transaction Document to which it was, or would be, a party.


 


(v) Good
Standing Certificates. Good standing certificates for each of the Borrower, the Parent and the Servicer issued as of a recent date
acceptable to the Administrative Agent by: (i) the Secretary of State (or similar governmental authority) of the jurisdiction of such
Person’s formation, and (ii) the Secretary of State (or similar governmental authority) of the jurisdiction where such Person’s
chief executive office and principal place of business are located.


 


(vi) Financing
Statements. Copies of UCC-1 financing statements, in form and substance satisfactory to Administrative Agent, to be filed on or before
the Amended and Restated Closing Date, naming each of the Borrower and the Parent as debtor, and Administrative Agent, for the benefit
of the Secured Parties, as secured party, and other documents necessary or reasonably requested by Administrative Agent, to evidence the
perfection of the Administrative Agent’s security interest in the Collateral.


 


(vii) Lien
Search Report. Results of completed UCC and tax and judgment lien searches and court searches for the jurisdictions of formation and
chief executive office of the Borrower and Parent dated within two (2) weeks before the Amended and Restated Closing Date that named the
Borrower and Parent as debtor (none of which should show any of the Collateral subject to any Liens other than those created pursuant
to the Transaction Documents).


 






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(viii) Payment
of Fees. Evidence (which may be in the form of one or more wire instructions and/or confirmations) that all Fees payable hereunder
or under any other Transaction Document and all costs and expenses then due and payable were paid or would have been paid out of the proceeds
of the first Advance on or following the Amended and Restated Closing Date.


 


(ix) Opinions
of Counsel. Opinions of counsel to the Borrower, the Parent, the Custodian, the Securities Intermediary and the Servicer, in form
and substance satisfactory to the Administrative Agent.


 


(x) Accounts.
Evidence that the Accounts, the Policy Account and the Borrower Account had been established in accordance with the Transaction Documents.


 


(xi) Collateral
Package. Copies of the complete Collateral Packages for the Subject Policies satisfactory to the Administrative Agent as of the date
of the making of such Advance.


 


(xii) Consent
and Estoppel Agreements. Executed consent and estoppel agreements in form and substance satisfactory to the Administrative Agent from
certain contractual counterparties previously designated in writing by the Administrative Agent (including, without limitation, the Servicer,
the Custodian and the Securities Intermediary).


 


(xiii) Insurance
Consultant. Reports produced by the Insurance Consultant, in form and substance satisfactory to the Administrative Agent.


 


(xiv) Material
Contracts. Certified copies of all material contracts and other agreements of the Borrower or relating to the Collateral.


 


(xv) Operational
Plan and Annual Budget. The Operational Plan and Annual Budget, with respect to the Subject Policies as of the Amended and Restated
Closing Date, in form and substance reasonably acceptable to the Administrative Agent and the Insurance Consultant.


 


(xvi) Solvency
Certificate. A certificate of solvency executed by an officer or director of the Parent, certifying that each of the Borrower and
the Parent was and would be Solvent and able to pay its debts as they come due, and would have adequate capital to conduct its business.


 


(xvii) Others.
Such other documents as the Administrative Agent may reasonably request.


 






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(c) LTV.
After giving effect to the first Advance on or following the Amended and Restated Closing Date, the LTV shall not have exceeded sixty
percent (60.0%), as determined by the Required Lenders in their sole and absolute discretion.


 


(d) Eligible
Policies. Each of the Subject Policies as of the date of the making of such Advance was an Eligible Policy, as determined by the Required
Lenders in their sole and absolute discretion, it being understood that such determination shall not operate as a waiver by the Administrative
Agent or any Lender of any right or remedy hereunder or under any other Transaction Document if it is subsequently discovered that any
such Subject Policy was not an Eligible Policy as of the date of such Advance.


 


(e) Delivery
of Policies to Custodian. The originals of all Subject Policies (or, if not available, certified copies thereof), and all other documents
comprising the related Custodial Packages (including all originals thereof, to the extent required or, if not required, to the extent
available) were delivered to and are held by the Custodian, including evidence that all Premiums required to be funded prior to the date
of the making of such advance in order to keep the Subject Policies in force and not in grace or lapse status through at least forty-five
(45) days thereafter had been paid, and the Custodian shall have verified to the Administrative Agent in writing its receipt of all documents
required to be contained in the related Custodial Package by having delivered the required certification pursuant to the terms of the
Account Control Agreement.


 


(f) Satisfactory
Tax Review. The Required Lenders shall be satisfied with their review of all tax matters relating to the Borrower.


 


(g) Security
Interest. The Required Lenders were satisfied that the Liens and security interests created under and granted by the Transaction Documents
were first priority perfected exclusive Liens and would not be subject to any other senior or pari passu Liens, security interests or
any other Adverse Claims prior to or after the Amended and Restated Closing Date as determined in the Required Lenders’ sole and
absolute discretion.


 


(h) No
Material Change in Laws. Since January 1, 2015, no material adverse change in any Applicable Law or any tax treatment of life insurance
death benefits or proceeds had occurred or reasonably could have been expected to occur.


 


(i) Collateral
Assignment. The Securities Intermediary or the Insurance Consultant had delivered to the related Issuing Insurance Companies a fully
completed and executed collateral assignment in respect of each Subject Policy on the date of the making of such Advance, naming the Administrative
Agent, on behalf of the Lenders, as the collateral assignee and the Administrative Agent received verbal confirmation on a recorded line
from each of the related Issuing Insurance Companies that all such collateral assignments had been received by such Issuing Insurance
Companies and no other collateral assignments were on file with such Issuing Insurance Companies.


 






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(j) Acknowledgements.
The Securities Intermediary delivered written confirmation to the Administrative Agent that it had received an Acknowledgement for each
Subject Policy and had credited each Subject Policy to the Policy Account and the Securities Intermediary had delivered copies of each
such Acknowledgement to the Administrative Agent.


 


(k) Change
Forms. The Securities Intermediary confirmed to the Administrative Agent in writing that it was holding completed Change Forms with
respect to the Subject Policies executed by the Securities Intermediary in blank and the Administrative Agent received copies of such
Change Forms.


 


(l) No
Event of Default or Unmatured Event of Default. No Event of Default or Unmatured Event of Default had occurred and was continuing
or resulted from the making of the first Advance on or following the Amended and Restated Closing Date.


 


(m) Borrowing
Request; etc. The Administrative Agent received a Borrowing Request (including (i) a confirmation that the Collateral Packages for
the Subject Policies have been uploaded to the FTP Site and (ii) a Borrowing Base Certificate) for the first Advance on or following the
Amended and Restated Closing Date (which may have been an electronic or facsimile transmission).


 


(n) Third
Party Releases. The Borrower and the Parent executed and delivered all necessary third party releases with respect to the Subject
Policies, as determined by the Administrative Agent in its sole and absolute discretion.


 


(o) Insurance
Consultant. The Borrower executed and delivered or caused all necessary third parties to execute and deliver all documentation and
authorizations necessary for the Insurance Consultant to communicate and receive verifications of coverage and obtain other information
from the Issuing Insurance Companies related to the Subject Policies, as determined by the Administrative Agent in its sole and absolute
discretion.


 


(p) Collateral
Packages. The Borrower uploaded the Collateral Packages for the Subject Policies to the FTP Site.


 


(q) Lender
Notes. Each Lender received an executed original of its Lender Note.


 


(r) Advance
Date. The proposed Advance Date was on or prior to the Commitment Termination Date.


 


(s) Transaction
Documents. Each of the Transaction Documents was in full force and effect.


 


(t) Commitments.
The Lenders’ Commitments had not been terminated.


 


(u) Material
Adverse Effect. No event occurred that could reasonably be expected to have a Material Adverse Effect.


 






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Section 7.8 Conditions
Precedent to Second A&R Advance. The making of the Second A&R Advance was subject to the following conditions precedent:


 


(a) Representations
and Covenants. On and as of the date of the making of the Second A&R Advance: (i) the representations of each of the Borrower,
the Parent, the Custodian, the Securities Intermediary and the Servicer set forth in the Transaction Documents shall have been true and
correct with the same effect as if made on such date, and (ii) each of the Borrower, the Parent, the Custodian, the Securities Intermediary
and the Servicer shall have been in compliance with the covenants set forth in the Transaction Documents to which it is a party.


 


(b) Closing
Documents. The Administrative Agent shall have received all of the following, each duly executed and dated as of the Second Amended
and Restated Closing Date, in form and substance satisfactory to the Required Lenders:


 


(i) Transaction
Documents. Duly executed and delivered counterparts of this Loan Agreement and each other Transaction Document, which agreements shall
be in full force and effect.


 


(ii) Resolutions;
Organizational Documentation. Certified copies of resolutions for the Borrower and the Parent authorizing or ratifying the execution,
delivery and performance of each Transaction Document to which it is, or will be, a party, together with certified copies of the Borrower
Organizational Documents and in the case of the Parent, a certified copy of its certificate of formation and limited liability company
agreement.


 


(iii) Consents,
etc. Certified copies of all documents evidencing any necessary waivers, consents and approvals required by the Borrower, the Parent
and the Servicer with respect to each Transaction Document to which it is a party (including, without limitation, any and all approvals
required for the Borrower or the Servicer to service the Collateral).


 


(iv) Incumbency
and Signatures. A certificate of each of the Borrower, the Parent and the Servicer, certifying the names of its or its trustee’s
or members, managers, directors or officers authorized to sign each Transaction Document to which it is, or will be, a party.


 


(v) Good
Standing Certificates. Good standing certificates for each of the Borrower, the Parent and the Servicer issued as of a recent date
acceptable to the Administrative Agent by: (i) the Secretary of State (or similar governmental authority) of the jurisdiction of such
Person’s formation, and (ii) the Secretary of State (or similar governmental authority) of the jurisdiction where such Person’s
chief executive office and principal place of business are located.


 






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(vi) Financing
Statements. Copies of UCC-1 financing statements, in form and substance satisfactory to Administrative Agent, to be filed on or before
the Second Amended and Restated Closing Date, naming each of the Borrower and the Parent as debtor, and Administrative Agent, for the
benefit of the Secured Parties, as secured party, and other documents necessary or reasonably requested by Administrative Agent, to evidence
the perfection of the Administrative Agent’s security interest in the Collateral.


 


(vii) Lien
Search Report. Results of completed UCC and tax and judgment lien searches and court searches for the jurisdictions of formation and
chief executive office of the Borrower and Parent dated within two (2) weeks before the Second Amended and Restated Closing Date that
name the Borrower and Parent as debtor (none of which shall show any of the Collateral subject to any Liens other than those created pursuant
to the Transaction Documents).


 


(viii) Payment
of Fees. Evidence (which may be in the form of one or more wire instructions and/or confirmations) that all Fees payable hereunder
or under any other Transaction Document and all costs and expenses then due and payable have been paid or will be paid out of the proceeds
of the Second A&R Advance.


 


(ix) Opinions
of Counsel. Opinions of counsel to the Borrower, the Parent and the Servicer, in form and substance satisfactory to the Administrative
Agent.


 


(x) Accounts.
Evidence that the Accounts, the Policy Account and the Borrower Account have been established in accordance with the Transaction Documents.


 


(xi) Collateral
Package. Copies of the complete Collateral Packages for the Subject Policies satisfactory to the Administrative Agent as of the date
of the making of the Second A&R Advance.


 


(xii) Consent
and Estoppel Agreements. Executed consent and estoppel agreements in form and substance satisfactory to the Administrative Agent from
certain contractual counterparties previously designated in writing by the Administrative Agent (including, without limitation, the Servicer,
the Custodian and the Securities Intermediary).


 


(xiii) Insurance
Consultant. Reports produced by the Insurance Consultant, in form and substance satisfactory to the Administrative Agent (which may
be communicated verbally, with written reports to follow).


 


(xiv) Material
Contracts. Certified copies of all material contracts and other agreements of the Borrower or relating to the Collateral.


 






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(xv) Operational
Plan and Annual Budget. The Operational Plan and Annual Budget, with respect to the Subject Policies as of the Second Amended and
Restated Closing Date, in form and substance reasonably acceptable to the Administrative Agent and the Insurance Consultant.


 


(xvi) Solvency
Certificate. A certificate of solvency executed by an officer or director of the Parent, certifying that each of the Borrower and
the Parent is and will be Solvent and able to pay its debts as they come due, and will have adequate capital to conduct its business.


 


(xvii) Life
Expectancy Reports. Copies of any Life Expectancy Reports in the possession of the Borrower or any of its Affiliates that were obtained
on or after January 1, 2019 from 21st or AVS for any Insured related to a Subject Policy.


 


(xviii) Others.
Such other documents as the Administrative Agent may reasonably request.


 


(c) LTV.
After giving effect to the Second A&R Advance, the LTV shall not have exceeded sixty percent (60.0%), as determined by the Required
Lenders in their sole and absolute discretion.


 


(d) Eligible
Policies. Each of the Subject Policies as of the date of the making of the Second A&R Advance shall have been an Eligible Policy,
it being understood that such determination shall not have operated as a waiver by the Administrative Agent or any Lender of any right
or remedy hereunder or under any other Transaction Document if it was subsequently discovered that any such Subject Policy was not an
Eligible Policy as of the Second A&R Advance.


 


(e) Delivery
of Policies to Custodian. The originals of all Subject Policies (or, if not available, certified copies thereof), and all other documents
comprising the related Custodial Packages (including all originals thereof, to the extent required or, if not required, to the extent
available) shall have been delivered to and are held by the Custodian, including evidence that all Premiums required to be funded prior
to the date of the Second A&R Advance in order to keep the Subject Policies in force and not in grace or lapse status through at least
forty-five (45) days thereafter have been paid, and the Custodian shall have verified to the Administrative Agent in writing its receipt
of all documents required to be contained in the related Custodial Package by delivering the required certification pursuant to the terms
of the Account Control Agreement.


 


(f) Satisfactory
Tax Review. The Required Lenders shall have been satisfied with their review of all tax matters relating to the Borrower.


 


(g) Security
Interest. The Required Lenders shall have been satisfied that the Liens and security interests created under and granted by the Transaction
Documents are first priority perfected exclusive Liens and will not be subject to any other senior or pari passu Liens, security interests
or any other Adverse Claims prior to or after the Second Amended and Restated Closing Date as determined in the Required Lenders’
sole and absolute discretion.


 






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(h) No
Material Change in Laws. Since January 1, 2015, no material adverse change in any Applicable Law or any tax treatment of life insurance
death benefits or proceeds shall have occurred or reasonably could have been expected to occur.


 


(i) Collateral
Assignment. The Administrative Agent shall have received verbal confirmation on a recorded line from each Issuing Insurance Company
related to the Subject Policies that no collateral assignments were on file with such Issuing Insurance Company.


 


(j) Acknowledgements.
The Securities Intermediary shall have delivered written confirmation to the Administrative Agent that it has received an Acknowledgement
for each Subject Policy and shall have credited each Subject Policy to the Policy Account and the Securities Intermediary shall have delivered
copies of each such Acknowledgement to the Administrative Agent.


 


(k) Change
Forms. The Securities Intermediary shall have confirmed to the Administrative Agent in writing that it was holding completed Change
Forms with respect to the Subject Policies executed by the Securities Intermediary in blank and the Administrative Agent shall have received
copies of such Change Forms.


 


(l) No
Event of Default or Unmatured Event of Default. Taking into account the agreement by the Administrative Agent and the Lenders as set
forth in the proviso of the last sentence of Section 13.3, no Event of Default or Unmatured Event of Default shall have occurred
and be continuing or shall have resulted from the making of the Second A&R Advance.


 


(m) Borrowing
Request; etc. The Administrative Agent shall have received a Borrowing Request (including (i) a confirmation that the Collateral Packages
for the Subject Policies have been uploaded to the FTP Site and (ii) a Borrowing Base Certificate) for the Second A&R Advance (which
may be an electronic or facsimile transmission).


 


(n) Third
Party Releases. The Borrower and the Parent shall have executed and delivered all necessary third party releases with respect to the
Subject Policies, as determined by the Administrative Agent in its sole and absolute discretion.


 


(o) Insurance
Consultant. The Borrower shall have executed and delivered or caused all necessary third parties to execute and deliver all documentation
and authorizations necessary for the Insurance Consultant to communicate and receive verifications of coverage and obtain other information
from the Issuing Insurance Companies related to the Subject Policies, as determined by the Administrative Agent in its sole and absolute
discretion.


 


(p) Collateral
Packages. The Borrower shall have uploaded the Collateral Packages for the Subject Policies to the FTP Site.


 






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(q) Lender
Notes. Each Lender shall have received an executed original of its Lender Note.


 


(r) Advance
Date Related to Second A&R Advance. The proposed Advance Date for the Second A&R Advance shall have been or prior to the Commitment
Termination Date.


 


(s) Transaction
Documents. Each of the Transaction Documents shall have been in full force and effect.


 


(t) Commitments.
The Lenders’ Commitments shall not have been terminated.


 


(u) Material
Adverse Effect. No event had occurred that could reasonably be expected to have had a Material Adverse Effect.


 


(v) Second
A&R Advance Amount. The amount of the Second A&R Advance shall have been equal to the lesser of (I) $35,000,000 and (II) forty-five
percent (45.0%) of the aggregate Lender Valuation of the Subject Policies related to the Second A&R Advance, together with (at the
Borrower’s request) the amount of the Structuring Fee, the Amendment Fee, any costs and expenses incurred by or on behalf of the
Lenders and the Administrative Agent in connection with the Second A&R Advance and this Loan Agreement (including, without limitation,
attorneys’ fees and any fees of the Insurance Consultant), and any attorneys’ fees incurred by the Borrower in connection
with the Second A&R Advance and this Loan Agreement.


 


Section 7.9 Release.
AS AN ADDITIONAL MATERIAL INDUCEMENT TO THE ADMINISTRATIVE AGENT AND THE LENDERS TO MAKE THE THIRD A&R ADVANCE, UPON THE MAKING OF
THE Third A&R Advance, THE BORROWER, ON BEHALF OF ITSELF AND ITS AFFILIATES, SUCCESSORS,
ASSIGNS, LEGAL REPRESENTATIVES AND CONSTITUENTS (WHETHER OR NOT A PARTY HERETO) (BORROWER AND SUCH AFFILIATES, SUCCESSORS, ASSIGNS, LEGAL
REPRESENTATIVES AND CONSTITUENTS BEING REFERRED TO HEREIN COLLECTIVELY AND INDIVIDUALLY, AS “OBLIGORS, ET AL.”), FULLY, FINALLY
AND COMPLETELY RELEASES AND FOREVER DISCHARGES THE LENDERS, THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE OWNERS, SUCCESSORS, ASSIGNS,
AFFILIATES, SUBSIDIARIES, PARENTS, OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, PAST, PRESENT AND FUTURE, AND THEIR
RESPECTIVE HEIRS, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY AND INDIVIDUALLY, “LENDER, ET AL.”) OF AND FROM ANY AND
ALL CLAIMS, CONTROVERSIES, DISPUTES, LIABILITIES, OBLIGATIONS, DEMANDS, DAMAGES, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’
FEES), DEBTS, LIENS, ACTIONS AND CAUSES OF ACTION OF ANY AND EVERY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY THEREOF RELATING
TO THE ADVANCES, THIS LOAN AGREEMENT AND/OR THE OTHER TRANSACTION DOCUMENTS AND WAIVES AND RELEASES ANY DEFENSE, RIGHT OF COUNTERCLAIM,
RIGHT OF SET-OFF OR DEDUCTION TO THE PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE LENDER NOTES AND/OR ANY OTHER TRANSACTION DOCUMENT WHICH
OBLIGORS, ET AL. MAY HAVE OR MAY CLAIM TO HAVE AGAINST LENDER, ET AL., OR ANY THEREOF, ARISING OUT OF, CONNECTED WITH OR RELATING TO ANY
AND ALL ACTS, OMISSIONS OR EVENTS OCCURRING ON OR PRIOR TO THE THIRD A&R CLOSING DATE. THE BORROWER HEREBY ACKNOWLEDGES, REPRESENTS
AND WARRANTS TO THE LENDERS AND THE ADMINISTRATIVE AGENT THAT IT AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD
DEFENSES AND CLAIMS WHICH ARE RELEASED BY THE PROVISIONS HEREOF IN FAVOR OF LENDER, ET AL., AND WAIVES AND RELEASES ALL RIGHTS AND BENEFITS
WHICH IT MIGHT OTHERWISE HAVE UNDER ANY FEDERAL, STATE OR LOCAL LAW OR STATUTE WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED
OR MISUNDERSTOOD DEFENSES OR CLAIMS. THE BORROWER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS EACH OF THE PROVISIONS OF THIS RELEASE.
THE BORROWER FULLY UNDERSTANDS THAT THIS RELEASE CONSTITUTES A GENERAL RELEASE, AND THAT IT HAS IMPORTANT LEGAL CONSEQUENCES. THE BORROWER
CONFIRMS THAT IT WILL HEREBY RELEASE ANY AND ALL RELEASED CLAIMS THAT IT MAY INDIVIDUALLY HAVE AS OF THE DATE OF THE MAKING OF THE THIRD
A&R CLOSING DATE. THE BORROWER HEREBY ACKNOWLEDGES THAT IT HAS HAD A FULL AND FAIR OPPORTUNITY TO OBTAIN A LAWYER’S ADVICE CONCERNING
THE LEGAL CONSEQUENCES OF THIS RELEASE AND WAIVER.


 






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Section 7.10 Additional
Representations and Warranties (Third A&R Advance). As an additional material inducement to the Administrative Agent and the Lenders
to make the Third A&R Advance, Borrower hereby represents and warrants to, and agrees with, the Lenders and the Administrative Agent
that, as of the Third A&R Closing Date, the Borrower has no defense, counterclaim or offset to the payment or performance of any of
the Borrower’s obligations in regard to the Advances or any of the Transaction Documents and the Liens created and granted by the
Transaction Documents continue unimpaired and of first priority and secure all existing and future obligations owed to the Lenders and/or
the Administrative Agent in regard to the Advances.


 


ARTICLE
VIII


 


REPRESENTATIONS AND WARRANTIES


 


Section 8.1 Representations
and Warranties of the Borrower. The Borrower makes the following representations and warranties to the Administrative Agent and
each Lender:


 


(a) Organization,
etc. The Borrower has been duly organized and is validly existing and in good standing under the laws of the State of Delaware (and
is not organized under the laws of any other jurisdiction or Governmental Authority) with the requisite power and authority to own its
properties and to conduct its business as such properties are presently owned and such business is presently conducted. The Borrower is
duly licensed or qualified to do business as a foreign entity in good standing in each jurisdiction in which the failure to be so licensed
or qualified would be reasonably likely to have a Material Adverse Effect.


 


(b) Power
and Authority; Due Authorization. The Borrower has (a) all necessary power, authority and legal right to (i) execute, deliver and
perform its obligations under this Loan Agreement and each of the other Transaction Documents to which it is a party, and (ii) to borrow
money on the terms and subject to the conditions herein provided, and (b) duly authorized, by all necessary action, the execution, delivery
and performance of this Loan Agreement and the other Transaction Documents to which it is a party, the borrowing hereunder on the terms
and conditions of this Loan Agreement and the granting of security therefor on the terms and conditions provided herein.


 






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(c) No
Violation. The consummation of the transactions contemplated by this Loan Agreement and the other Transaction Documents and the fulfillment
of the terms hereof and thereof will not and do not (a) conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default under, (i) the Borrower Organizational Documents, or (ii) any indenture,
loan agreement, pooling and servicing agreement, sale agreement, purchase agreement, mortgage, deed of trust, or other agreement or instrument
to which the Borrower is a party or by which the Borrower or any of its properties is bound, (b) result in or require the creation or
imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, loan agreement, pooling and servicing
agreement, sale agreement, purchase agreement, mortgage, deed of trust, or other agreement or instrument, other than pursuant to the terms
of the Transaction Documents or (c) violate any law or any order, rule, or regulation applicable to the Borrower or of any court or of
any federal, state or foreign regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the
Borrower or any of its properties.


 


(d) Validity
and Binding Nature. This Loan Agreement is, and the other Transaction Documents to which it is a party when duly executed and delivered
by the Borrower and the other parties thereto will be, the legal, valid and binding obligation of the Borrower, enforceable in accordance
with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar law affecting creditors’ rights generally and by general principles of equity.


 


(e) Government
Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory
body required for the due execution, delivery or performance by the Borrower of any Transaction Document to which it is a party, remains
unobtained or unfiled.


 


(f) Solvency.
As of each Advance Date, after giving effect to each Advance made on such Advance Date, the Borrower was, is and will be Solvent and able
to pay its debts as they come due, and had and will have adequate capital to conduct its business.


 






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(g) Margin
Regulations. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock,
and no proceeds of any Advances, directly or indirectly, will be used for a purpose that violates, or would be inconsistent with, Regulations
T, U and X promulgated by the Federal Reserve Board from time to time.


 


(h) Quality
of Title. As of each Advance Date, the Collateral, including, without limitation, the Pledged Policies (which, for the avoidance of
doubt, includes any Subject Policies), was and is owned by the Borrower (directly or through the Securities Intermediary) free and clear
of any Adverse Claim.


 


(i) No
Rescission. As of each Advance Date, no prior seller of any Pledged Policy or Subject Policy or any other Person which had an interest
in any Pledged Policy or Subject Policy had or has exercised or, to the knowledge of the Borrower, the Parent or any Affiliate of any
of them, attempted to exercise the right to rescind the sale of any Pledged Policy or Subject Policy.


 


(j) Perfection.
This Loan Agreement, the Account Control Agreement, the collateral assignments filed in respect of the Pledged Policies and the financing
statements filed in connection with this Loan Agreement create a valid first priority security interest in favor of the Administrative
Agent (for the benefit of the Secured Parties) in the Collateral, which security interest has been perfected (free and clear of any Adverse
Claim) as security for the Obligations. As of the Closing Date, the date of the Second Initial Advance and the Amended and Restated Closing
Date, no effective financing statement or other instrument similar in effect covering any of the Collateral (including, without limitation,
any Pledged Policies) or any interest therein owned by the Borrower (directly or through the Securities Intermediary) was on file in any
recording office except for financing statements in favor of the Administrative Agent (for the benefit of the Secured Parties) in accordance
with the Original Loan Agreement and the other Transaction Documents (as defined in the Original Loan Agreement). As of the Third A&R
Closing Date and the date of any Advance following the Third A&R Closing Date, no effective financing statement or other instrument
similar in effect covering any of the Collateral (including, without limitation, any Pledged Policies) or any interest therein owned by
the Borrower (directly or through the Securities Intermediary) is on file in any recording office except for financing statements in favor
of the Administrative Agent (for the benefit of the Secured Parties) in accordance with this Loan Agreement and the other Transaction
Documents.


 


(k) Offices.
The principal place of business and chief executive office of the Parent and of the Borrower is located at the address set forth on Schedule
13.2 (or at such other locations, notified to the Administrative Agent in jurisdictions where all action required hereby has been taken
and completed).


 


(l) Compliance
with Applicable Laws; Licenses, etc.


 


(i) The
Borrower is in compliance with the requirements of all Applicable Laws, a breach of any of which, individually or in the aggregate, could
reasonably be expected to have an adverse effect on any of the Pledged Policies, the business, assets, financial condition or operations
of the Borrower or any of the rights or interests of the Administrative Agent or any of the Lenders hereunder or under any other Transaction
Document.


 






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(ii) The
Borrower has not failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of
its properties or to the conduct of its business, which violation or failure to obtain could reasonably be expected to have an adverse
effect on any of the Pledged Policies, any other Collateral, the business, assets, financial condition or operations of the Borrower or
any of the rights or interests of the Administrative Agent or any of the Lenders hereunder or under any other Transaction Document.


 


(iii) The
Borrower has complied with all licensure requirements in each state in which it is required to be specifically registered or licensed
as a purchaser, owner or servicer of life insurance policies.


 


(iv) There
has been no event or circumstance that could reasonably be expected to result in the revocation of any license, permit, franchise or other
governmental authorization of the Borrower necessary to the ownership of its properties or to the conduct of its business.


 


(m) No
Proceedings. There is no order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority to
which the Borrower is subject, and there is no action, suit, arbitration, regulatory proceeding or investigation pending, or, to the actual
knowledge of the Borrower, threatened, before or by any court, regulatory body, administrative agency or other tribunal or governmental
instrumentality, against the Borrower that, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect; and there is no action, suit, proceeding, arbitration, regulatory or governmental investigation, pending or, to the actual knowledge
of the Borrower, threatened, before or by any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality
(A) asserting the invalidity of this Loan Agreement, the Lender Notes or any other Transaction Document, (B) seeking to prevent the issuance
of the Lender Notes or the consummation of any of the other transactions contemplated by this Loan Agreement or any other Transaction
Document, (C) seeking to adversely affect the federal income tax attributes of the Borrower or (D) asserting that any Pledged Policy or
Policy to become a Pledged Policy is invalid, void or otherwise unenforceable for any reason.


 


(n) Investment
Company Act, Etc. The Borrower is not an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, as amended, by virtue of an exemption other than pursuant to
Section 3(c)(1) or Section 3(c)(7) thereof. The Borrower is not a “covered fund” under Section 13 of the Bank Holding Company
Act of 1956, as amended.


 






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(o) Eligible
Policies. As of the Closing Date, (i) each Policy that was a Pledged Policy as of the Closing Date was an ‎Eligible Policy and
no Policy that was a Pledged Policy as of the Closing Date was subject to any ‎Applicable Law that made unlawful the sale, transfer
or assignment of such Pledged Policy and ‎‎(ii) with respect to each Policy that was a Pledged Policy as of the Closing Date,
the Borrower ‎was not aware of any agreements, documents, assignments or instruments related to such Policy ‎except for those
documents, assignments, and instruments that constitute and were included in ‎the related Collateral Package that was delivered to
the Administrative Agent and such ‎Collateral Package contained, at the very least, the documents set forth in Exhibit M to the ‎Account
Control Agreement. As of the date of the Borrowing Request relating to the Second ‎Initial Advance and the date of the Second Initial
Advance, (i) each Policy that became a ‎Pledged Policy on the relevant Advance Date was an Eligible Policy and was not subject to
any ‎Applicable Law that makes unlawful the sale, transfer or assignment of such Policy and (ii) with ‎respect to each Policy
that became a Pledged Policy on the relevant Advance Date, the Borrower ‎was not aware of any agreements, documents, assignments or
instruments related to such Policy ‎except for those documents, assignments, and instruments that constituted and were included in
‎the related Collateral Package that was delivered to the Administrative Agent and such ‎Collateral Package contained, at the
very least, the documents set forth in Exhibit M to the ‎Account Control Agreement. As of the date of the Borrowing Request relating
to the Second ‎A&R Advance and as of the Second A&R Closing Date, (i) each Additional Policy that became ‎a Pledged Policy
on the Second A&R Closing Date was an Eligible Policy and was not subject to ‎any Applicable Law that makes unlawful the sale,
transfer or assignment of such Additional ‎Policy, (ii) with respect to each Additional Policy that became a Pledged Policy on the
Second ‎A&R Closing Date, the Borrower was not aware of any agreements, documents, assignments or ‎instruments related to
such Policy except for those documents, assignments, and instruments that ‎constituted and were included in the related Collateral
Package that was delivered to the ‎Administrative Agent and such Collateral Package contained, at the very least, the documents set
‎forth in Exhibit M to the Account Control Agreement and (iii) the Additional Policies set forth ‎on Schedule 8.1(o) that became
Pledged Policies on the Second A&R Closing Date constituted ‎all of the Policies owned by the Parent or any of its Affiliates
(other than the Borrower) that ‎were held by Wells Fargo as securities intermediary and which have not previously been pledged by
the Borrower ‎to the Administrative Agent. As of the date of the Borrowing Request relating to the Third ‎A&R Advance and
as of the Third A&R Closing Date, (i) each Additional Policy that will ‎become a Pledged Policy on the Third A&R Closing Date
is an Eligible Policy and is not subject ‎to any Applicable Law that makes unlawful the sale, transfer or assignment of such Additional
‎Policy, (ii) with respect to each Additional Policy that will become a Pledged Policy on the Third ‎A&R Closing Date, the
Borrower is not aware of any agreements, documents, assignments or ‎instruments related to such Policy except for those documents,
assignments, and instruments that ‎constitute and were included in the related Collateral Package that was delivered to the ‎Administrative
Agent and such Collateral Package contains, at the very least, the documents set ‎forth in Exhibit M to the Account Control Agreement
and (iii) the Additional Policies set forth ‎on Third A&R Policy Schedule constitute ‎all of the Policies owned by the Third
A&R Transferor or any of its Affiliates (other than the ‎Borrower) that are held by Wells Fargo as securities intermediary and
which have not previously ‎been pledged by the Borrower to the Administrative Agent. As of the date of any Borrowing Request relating
to ‎an Additional Policy Advance (other than the Second A&R Advance or Third A&R Advance) ‎and the date of such Additional
Policy Advance, (i) each Additional Policy that will become a ‎Pledged Policy on the relevant Advance Date is or will be an Eligible
Policy and is not subject to ‎any Applicable Law that makes unlawful the sale, transfer or assignment of such Additional ‎Policy
and (ii) with respect to each Additional Policy that will become a Pledged Policy on the ‎relevant Advance Date, the Borrower is not
aware of any agreements, documents, assignments or ‎instruments related to such Policy except for those documents, assignments, and
instruments that ‎constitute and were included in the related Collateral Package that was delivered to the ‎Administrative Agent
and such Collateral Package contains, at the very least, the documents set ‎forth in Exhibit M to the Account Control Agreement.‎


 






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(p) Accuracy
of Information. To the best of the Borrower’s knowledge and belief, after due inquiry, and in reliance on information provided
by third parties, all information furnished by, or on behalf of, the Borrower to the Administrative Agent or any other Secured Party in
connection with any Transaction Document, or any transaction contemplated thereby, is or was as of the date it was furnished (if such
information was furnished on an earlier date) true and accurate in every material respect (without omission of any information necessary
to prevent such information from being materially misleading).


 


(q) No
Material Adverse Change. Since the Borrower’s formation, there has been no material adverse change in (A) the Borrower’s
(i) financial condition, business or operations or (ii) ability to perform its obligations under any Transaction Document to which the
Borrower is a party or (B) any of the Collateral.


 


(r) Trade
Names and Subsidiaries. The Borrower has not used any other names, trade names or assumed names for the five year period preceding
the date of this Loan Agreement. The Borrower has no Subsidiaries nor owns or holds, directly or indirectly, any equity interest in any
Person.


 


(s) Accounts.
Set forth in Schedule 8.1(s) is a complete and accurate description, as of the Third A&R Closing Date, of the existing Accounts, the
Policy Account and the Borrower Account. The Accounts and the Policy Account have each been validly and effectively assigned to the Administrative
Agent, for the benefit of the Secured Parties, and shall be encumbered by the Lien created pursuant to this Loan Agreement and the Account
Control Agreement. The Account Control Agreement is the legal, valid and binding obligation of the parties thereto, enforceable against
such parties in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors’ rights generally and by general principles of equity). Neither the Borrower nor the
Servicer has granted any interest in any of the Accounts or the Policy Account to any Person other than the Administrative Agent and the
Administrative Agent has “control” of the Accounts and the Policy Account within the meaning of the applicable UCC.


 


(t) Financial
Statements. The financial statements required to be delivered pursuant to Section 9.1(d): (i) were, as of the date and for
the periods referred to therein, complete and correct in all material respects, (ii) presented fairly the financial condition and results
of operations of the related Person as at such time and (iii) were prepared in accordance with GAAP, consistently applied, except as noted
therein (subject as to interim statements to normal year-end adjustments).


 


(u) No
Event of Default. Taking into account the waiver by the Administrative Agent and the Lenders as set forth in the proviso of the last
sentence of Section 13.3, no Event of Default or Unmatured Event of Default has occurred or is continuing, or, in relation to any
Borrowing Request, will result from the funding of the Advance and use of funds specified therein.


 






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(v) Foreign
Assets Control Regulations, Etc.


 


(i) Neither
the Borrower nor the Servicer nor any Affiliate of any of them is (A) a person whose name appears on the list of Specially Designated
Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”)
(an “OFAC Listed Person”) or (B) a department, agency or instrumentality of, or is otherwise controlled by or acting
on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any person, entity, organization, foreign country or regime that
is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other person, entity, organization and government of a country
described in clause (B), a “Blocked Person”).


 


(ii) No
part of the proceeds from the Advances issued hereunder, under the Second Amended and Restated Loan Agreement, under the Amended and Restated
Loan Agreement or under the Original Loan Agreement constituted or constitutes or will constitute funds obtained on behalf of any Blocked
Person or was used or will otherwise be used, directly by the Borrower or indirectly by the Borrower, the Servicer, the Parent or any
Affiliate of any of them in connection with any investment in, or, to the Borrower’s actual knowledge, any transactions or dealings
with, any Blocked Person.


 


(iii) To
the Borrower’s actual knowledge, none of the Borrower, the Parent, the Servicer or any Affiliate of any of them (A) is under investigation
by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities
or other money laundering predicate crimes under any Applicable Law (collectively, “Anti-Money Laundering Laws”), (B)
has been assessed civil penalties under any Anti-Money Laundering Laws or (C) has had any of its funds seized or forfeited in an action
under any Anti-Money Laundering Laws. The Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any,
required by Applicable Law, to ensure that the Borrower and each Affiliate thereof is and will continue to be in compliance with all applicable
current and future Anti-Money Laundering Laws.


 


(iv) No
part of the proceeds from Advances funded hereunder will be used, directly or indirectly, for any improper payments to any governmental
official or employee, political party, official of a political party, candidate for political office, official of any public international
organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage.
The Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure
that the Borrower and each Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption
laws and regulations.


 


(w) Transaction
Documents. The Borrower has not entered into any agreements or instruments other than the Transaction Documents. Since the date of
its formation, the Borrower has not engaged in any activities except as those expressly permitted by the LLC Agreement and the other Transaction
Documents.


 


(x) Retained
Death Benefit Policies.  As of each Advance Date, all Pledged Policies that constitute Retained Death Benefit Policies are listed
on Schedule 8.1(x) and, except as set forth on Schedule 8.1(x), the portion of the Net Death Benefit payable to any Person
other than the Securities Intermediary does not exceed fifteen percent (15%) of the Net Death Benefit of any such Retained Death Benefit
Policy. 


 


(y) Third
A&R Policies. ‎As of the Third A&R Closing Date, the Third A&R Policies are the only Policies owned, managed or otherwise
maintained, in each case directly or indirectly, by Parent or by Parent’s direct or indirect Subsidiaries.


 






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ARTICLE
IX



COVENANTS


 


Section 9.1 Affirmative
Covenants. Until the first day following the date on which all of the Obligations are performed and paid in full and this Loan Agreement
is terminated, the Borrower hereby covenants and agrees as follows:


 


(a) Compliance
with Laws, Etc. The Borrower shall comply in all material respects with all Applicable Laws.


 


(b) Preservation
of Existence. The Borrower shall preserve and maintain its existence, rights, franchises and privileges, and sole jurisdiction of
formation, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where the failure to preserve and
maintain such existence, rights, franchises, privileges and qualifications could have an adverse effect on any of the Pledged Policies,
any other Collateral, the business, assets, financial condition or operations of the Borrower or any of the rights or interests of the
Administrative Agent or any of the Lenders hereunder or under any other Transaction Document.


 


(c) Performance
and Compliance with the Transaction Documents and Pledged Policies. The Borrower shall timely and fully perform and comply in all
material respects with all provisions, obligations, covenants and other promises required to be observed by it under the Transaction Documents
and otherwise with respect to the Pledged Policies.


 


(d) Reporting
Requirements. During the term of this Loan Agreement, the Borrower shall furnish or cause to be furnished to the Administrative Agent
and each Lender:


 


(i) 
(x) as soon as available and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower, a copy of the unaudited financial statements of the Borrower or the Parent (so long as such unaudited financial
statements are on a consolidated basis and include the Borrower), as of the end of such fiscal quarter, certified by an officer or director
of the Borrower, the Parent or their investment manager (which certification shall state that the related balance sheets and statements
fairly present the financial condition and results of operations for such fiscal quarter), delivery of which financial statements shall
be accompanied by a certificate of such officer or director to the effect that no Event of Default or Unmatured Event of Default has occurred
and is continuing or, if an Event of Default or Unmatured Event of Default has occurred and is continuing, specifying the details thereof
and any action taken or proposed to be taken with respect thereto and (y) as soon as available, and in any event within ninety (90) days
after the end of each fiscal year of the Borrower (commencing with the fiscal year ending in 2016), a copy of the audited annual balance
sheet for such fiscal year of the Borrower or the Parent (so long as such audited annual balance sheet is on a consolidated basis and
includes the Borrower), as at the end of such fiscal year, together with the related audited statements of earnings, stockholders’
equity and cash flows for such fiscal year, certified by an officer or director of the Borrower or the Parent (which certification shall
state that the related balance sheets and statements fairly present the financial condition and results of operations for such fiscal
year, subject to year-end audit adjustments), delivery of which balance sheets and statements shall be accompanied by a certificate of
such officer or Director to the effect that no Event of Default or Unmatured Event of Default has occurred and is continuing;


 






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(ii) as
soon as possible and in any event within three (3) Business Days after any officer of the Borrower or the Parent has actual knowledge
of (A) the occurrence of an Event of Default or an Unmatured Event of Default, an officer’s certificate of the Borrower setting
forth details of such event and the action that the Borrower proposes to take with respect thereto and (B) the downgrade, withdrawal or
suspension of the financial strength rating of any Issuing Insurance Company, notice to the Administrative Agent thereof;


 


(iii) a
copy of the Servicer Report on each Servicer Report Date;


 


(iv) promptly,
from time to time, such other information, documents, records or reports respecting the Collateral, the Subject Policies or the condition
or operations, financial or otherwise, of the Borrower as the Administrative Agent may from time to time reasonably request in order to
protect the interests of the Administrative Agent or any Lender under or as contemplated by this Loan Agreement and the other Transaction
Documents, including but not limited to, upon each sale of a Pledged Policy, a report that shall include such information as the Administrative
Agent shall reasonably request, calculated as of before such sale and after such sale, taking into account the application of the proceeds
of such sale;


 


(v) as
soon as possible upon learning of the death of any Insured, an email notification to the Administrative Agent of (A) the identity of such
Insured, (B) the cost basis of the Pledged Policy relating to such Insured (purchase price paid by the first person that purchased such
Pledged Policy that was an Affiliate of the Borrower or the Parent, or, if such Pledged Policy was acquired by such Affiliate in a foreclosure
process, the amount of indebtedness allocated to such Pledged Policy by such Affiliate plus any additional accrued and unpaid interest
thereon as of the date of foreclosure and, in each case, plus premiums paid thereon after the date of foreclosure or purchase, as applicable,
and until the date of the death of such Insured), (C) the Net Death Benefit of the Pledged Policy relating to such Insured, (D) the two
(2) Life Expectancy Reports delivered with respect to such Insured relating to the applicable Advance and the names of the Pre-Approved
Medical Underwriters which provided such Life Expectancy Reports (unless the related Pledged Policy is a Small Face Policy, in which case,
the Life Expectancy Report delivered with respect to such Insured relating to the applicable Advance and the name of the medical underwriter
which provided such Life Expectancy Report, which medical underwriter shall be AVS, Fasano or another medical underwriter approved by
the Required Lenders in their sole and absolute discretion), (E) the date the Pledged Policy was first acquired by an Affiliate of the
Borrower or the Parent relating to such Insured and (F) the date of birth and date of death of such Insured;


 


(vi) no
later than the Closing Date, and thereafter on December 1 of each calendar year (including the current calendar year), an annual budget
substantially in form of Exhibit E (each, an “Annual Budget”). Within five (5) Business Days of delivery of
the first such Annual Budget, and thereafter within twenty (20) Business Days of delivery of each subsequent Annual Budget to the Administrative
Agent and each Lender, the Required Lenders will specify to the Administrative Agent, and the Administrative Agent will advise the Borrower
the amount they have approved in their sole discretion for funding through Advances and/or Collections in respect of scheduled Premiums
on the Pledged Policies for (a) in the case of the first such Annual Budget, the current calendar year, and (b) in the case of any subsequent
Annual Budget the succeeding calendar year; provided that at any time, in their sole discretion, the Required Lenders may notify the Administrative
Agent and Borrower that they approve increases in such amounts or direct decreases in such amounts;


 






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(vii) to
the extent not prohibited by Applicable Law, within two (2) Business Days after receipt by the Borrower or any Affiliate thereof, all
notices, communications and other information (including medical information) related to a Pledged Policy or a related Insured; and


 


(viii) immediately
following any change to the information provided in any Beneficial Ownership Certification that would result in a change to the list of
beneficial owners identified in ‎such certification‎.


 


(e) Use
of Advances. The Borrower shall use the proceeds of Advances in accordance with Section 2.8(a).


 


(f) Separate
Legal Entity. The Borrower hereby acknowledges that each Lender and the Administrative Agent are entering into the transactions contemplated
by this Loan Agreement and the other Transaction Documents in reliance upon the Borrower’s identity as a legal entity separate from
the members, shareholders or other equity owners of the Parent or any other Person. Therefore, from and after the Closing Date, the Borrower
shall take all reasonable steps to continue the Borrower’s identity as a separate legal entity and to make it apparent to third
Persons that the Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any
other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth in Section
9.1(b), the Borrower shall take such actions as shall be required in order that:


 


(i) The
Borrower will be a limited liability company whose primary activities are restricted in the Borrower Organizational Documents to acquiring
and owning Pledged Policies and financing the acquisition thereof pursuant to this Loan Agreement;


 


(ii) At
least one director of the Borrower (the “Independent Director”) shall be an individual who (i) is not a present or
former director, manager, officer, employee, supplier, customer or five percent (5%) beneficial owner of the outstanding common stock
of any Person or entity beneficially owning any outstanding shares of common stock or other equity interest of the Parent or any Affiliate
thereof and (ii) has at least three years of employment experience with one or more entities with a national reputation and presence that
provide, in the ordinary course of its business, advisory, management or placement services to issuers of securitization or structured
finance instruments, agreements or securities, and is currently employed by such an entity; provided, however, that an individual
shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity
of an “independent director” or similar capacity for special purpose entities formed by the Borrower or any of its Affiliates.
The Borrower Organizational Documents shall provide that (i) the board of directors or the equity owners of the Borrower shall not approve,
or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Director
shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without
the prior written consent of the Independent Director;


 






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(iii) Any
employee, consultant or agent of the Borrower will be compensated from funds of the Borrower, as appropriate, for services provided to
the Borrower;


 


(iv) The
Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the
Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated
to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the
actual use or the value of services rendered;


 


(v) The
Borrower shall hold itself out as a separate entity;


 


(vi) The
Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Loan Agreement;


 


(vii) The
Borrower’s books and records will be maintained separately from those of any other Person;


 


(viii) The
Borrower shall pay its own liabilities out of its own funds;


 


(ix) The
Borrower shall not acquire any obligations or securities of its members, partners or shareholders other than the Third A&R Demand
Note;


 


(x) All
audited financial statements of any Person that are consolidated to include the Borrower will contain notes clearly stating that (A) all
of the Borrower’s assets are owned by the Borrower, and (B) the Borrower is a separate entity;


 


(xi) The
Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person;


 


(xii) The
Borrower will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Borrower
will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Pledged Policies
to the extent explicitly permitted by the other Transaction Documents;


 


(xiii) The
Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or
loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person other
than, for avoidance of doubt, life insurance policies purchased by the Borrower for investment purposes and pledged to the Administrative
Agent and the Lenders hereunder;


 






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(xiv) The
Borrower shall maintain an arm’s length relationship with its Affiliates;


 


(xv) Any
Person that renders or otherwise furnishes services to the Borrower will be compensated thereby at market rates for such services it renders
or otherwise furnishes thereto. The Borrower will not hold itself out to be responsible for the debts of any other Person; and


 


(xvi) The
Borrower will maintain all policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all
factual assumptions set forth in opinions of counsel of the Borrower or its Affiliates delivered in connection herewith or the other Transaction
Documents remain true and accurate at all times.


 


(g) Defense.
The Borrower shall, in consultation with the Administrative Agent and at the Borrower’s own expense, defend the Collateral against
all lawsuits and statutory claims and Liens of all Persons at any time claiming the same or any interest therein through the Borrower
or any Affiliate thereof adverse to the Administrative Agent or the Secured Parties.


 


(h) Perfection.
The Borrower shall, at the Borrower’s expense, perform all acts and execute all documents requested by the Administrative Agent
at any time to evidence, perfect, maintain and enforce the title or the security interest of the Administrative Agent in the Collateral
and the priority thereof. The Borrower will, at the reasonable request of the Administrative Agent, deliver financing statements relating
to the Collateral, and, where permitted by law, the Borrower hereby authorizes the Administrative Agent to file one or more financing
statements covering all of the Collateral and other assets of the Borrower. The Borrower shall cause its primary electronic books and
records relating to the Collateral to be marked, with a legend stating that the Pledged Policies and the other Collateral owned by the
Borrower have been pledged to the Administrative Agent, for the benefit of the Secured Parties.


 


(i) Audit.
The Borrower shall, and shall cause the Servicer, the Custodian and the Parent to, permit each Lender, the Administrative Agent or their
duly authorized representatives, attorneys or auditors during ordinary business hours and upon three (3) Business Days written notice,
to visit the offices thereof and to inspect the Collateral and the Collateral Packages, and the related accounts, records and computer
systems, software and programs used or maintained by the Borrower, the Servicer, the Parent or the Custodian, as the case may be at such
times as such Lender or the Administrative Agent may reasonably request, using auditors and/or accountants selected by such Lender or
the Administrative Agent in its sole and absolute discretion (a “Collateral Audit”) and the Borrower shall enable the
Insurance Consultant to seek and receive from the related Issuing Insurance Companies any verifications of coverage related to the Pledged
Policies as often as the Administrative Agent may request the Insurance Consultant to do so (though not more frequently than once per
month unless an Event of Default or Unmatured Event of Default has occurred and is continuing). Unless an Event of Default or an Unmatured
Event of Default has occurred and is continuing, a Collateral Audit under this Section 9.1(i) may be conducted not more frequently
than once per month. The Borrower shall promptly on demand reimburse the Administrative Agent and the Lenders for all costs and expenses
incurred by or on behalf of the Administrative Agent and the Lenders in connection with any Collateral Audit and their ongoing review
and Insurance Consultant’s ongoing review of the documents related to the Pledged Policies, including without limitation the documents
on the FTP Site; provided, however, if no Event of Default or Unmatured Event of Default has occurred and is continuing, no more than
one Collateral Audit per year shall be at the expense of the Borrower (all other Collateral Audits in a year being at the expense of the
Lenders) and the total expenses incurred by or on behalf of the Borrower related to a Collateral Audit (including any reimbursements actually
made by the Borrower to the Lenders and the Administrative Agent in connection with such Collateral Audit), a Servicer Collateral Audit,
enabling the Insurance Consultant to receive any verifications of coverage, information requests described in Section 9.1(cc) and
audits conducted pursuant to Section 13.8(a)(iv), in each case, excluding any internal and third-party costs and expenses incurred
in the ordinary course by or on behalf of the Borrower, shall be limited to no more than $2,200 for each Pledged Policy (or if such Pledged
Policy is a Small Face Policy and payment of Premiums in respect of such Pledged Policy are made on an annual basis, $500 for each such
Pledged Policy) (as adjusted annually for inflation or such higher amount if such higher amount is the Insurance Consultant’s reasonably
determined prevailing market cost in the industry for such Collateral Audits or ongoing reviews of the type in question as adjusted for
changes in audit standards) during the shorter of (i) the prior twelve (12) month period and (ii) the period of time commencing on the
most recent Advance Date and ending on the date of such Collateral Audit, verification of coverage, information request or audit, as applicable.
Upon instructions from the Administrative Agent, the Borrower shall, and shall cause the Servicer (and the Administrative Agent may cause
the Custodian) to release any document related to any Collateral to the Administrative Agent. If an Event of Default or Unmatured Event
of Default has occurred and is continuing, the Administrative Agent, at the Borrower’s expense, shall have the right to conduct
a Collateral Audit at any time and as often the Administrative Agent determines is necessary or desirable. For the avoidance of doubt,
any review and evaluation of Additional Policies conducted by the Administrative Agent or the Lenders in connection with a Borrowing Request
shall not constitute a Collateral Audit.


 






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(j) Additional
Assistance. The Borrower shall provide such cooperation, information and assistance, and prepare and supply the Administrative Agent
with such data regarding the performance by the Issuing Insurance Companies of their obligations under the Pledged Policies and the performance
by the Borrower of its obligations under the Transaction Documents, as may be reasonably requested by the Administrative Agent from time
to time.


 


(k) Accounts.
The Borrower shall not maintain any bank accounts other than the Accounts, the Policy Account and the Borrower Account. The Borrower shall
not close any of the Accounts or the Borrower Account unless the Required Lenders shall have consented thereto in their sole and absolute
discretion.


 


(l) Keeping
of Records and Books of Account. The Borrower shall maintain and implement administrative and operating procedures (including, without
limitation, an ability to recreate the documents relating to the Collateral in the event of the destruction thereof), and keep and maintain
all records and other information, reasonably necessary or reasonably advisable for the collection of proceeds of the Pledged Policies.


 


(m) Deposit
of the Collections. The Borrower shall deposit or cause to be deposited all Collections into the Collection Account or the Administrative
Agent’s Account, as applicable, in each case, in accordance with Section 5.1.


 


(n) Investment
Company Act. The Borrower shall ensure that none of the Borrower or the Parent shall become an “investment company” or
a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as
amended, by virtue of an exemption other than pursuant to Section 3(c)(1) or Section 3(c)(7) thereof. The Borrower shall take any and
all actions to ensure that it is not a “covered fund” under Section 13 of the Bank Holding Company Act of 1956, as amended.


 


(o) Borrower
Residence. The Borrower shall at all times maintain its registered office in Delaware and its head office and principal place of business
in Minnesota or Texas unless with respect to any proposed change in the location of its head office or principal place of business (i)
the Borrower shall have given to the Administrative Agent not less than thirty (30) days’ prior written notice thereof, clearly
describing the new location, and (ii) the Borrower shall have taken such action, satisfactory to the Administrative Agent, to maintain
the title or ownership of the Borrower and any security interest of the Administrative Agent, in the Collateral at all times fully perfected
and first priority (subject to no Adverse Claims) and in full force and effect (including, without limitation, delivering one or more
opinions of counsel providing that all such actions have been so taken, in form and substance satisfactory to the Administrative Agent).


 


(p) Payment
of Taxes. The Borrower shall pay and discharge, as they become due, all Taxes lawfully imposed upon it or incurred by it or its properties
and assets, including, without limitation, lawful claims for labor, materials and supplies which, if unpaid might become a Lien or a charge
upon any of the assets of the Borrower, including, without limitation, the Collateral, provided, however, that the Borrower shall have
the right to contest any such taxes, assessments, debts, claims and other charges in good faith so long as adequate reserves are maintained
in accordance with GAAP.


 






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(q) Errors
and Omissions. The Borrower shall maintain, at its own expense, an errors and omissions policy, each with insurance companies rated
A-, VII or higher by A.M. Best on all officers, employees or other Persons where the Borrower has the right to direct and control
such individuals in any capacity with regard to the Pledged Policies to handle documents and papers related thereto. Each such policy
shall insure against losses resulting from the errors, omissions and negligent acts of such officers, employees and other persons and
shall be maintained in an amount of at least $2,000,000 or such lower amount as the Administrative Agent may designate in writing to the
Borrower from time to time, and in a form reasonably acceptable to the Administrative Agent and naming the Administrative Agent on behalf
of the Lenders as an additional loss payee. No provision of this Section 9.1(q) requiring such errors and omissions policy shall diminish
or relieve the Borrower from its duties and obligations as set forth in this Loan Agreement. Upon the request of the Administrative Agent
at any time subsequent to the Closing Date, the Borrower shall cause to be delivered to the Administrative Agent a certification evidencing
the Borrower’s coverage under such errors and omissions policy. Any such insurance policy shall contain a provision or endorsement
providing that such policy may not be canceled or modified in a materially adverse manner without ten (10) days’ prior written notice
to the Administrative Agent.


 


(r) Pledged
Policies. The Borrower shall maintain the Pledged Policies in full force and effect and if any Pledged Policy enters a “grace
period”, the Borrower shall pay within ten (10) Business Days all Premiums due and payable with respect to such Pledged Policy and
shall restore such Pledged Policy to good standing.


 


(s) Further
Assurances. The Borrower shall procure and deliver to the Administrative Agent and/or execute any security agreement, financing statement
or other writing requested by the Administrative Agent to evidence, preserve, protect or enforce the Secured Parties’ rights and
interests to or in the Collateral or in any other collateral agreed to by the parties.


 


(t) Litigation.
The Borrower shall promptly notify the Administrative Agent of:


 


(i) any
litigation, administrative proceedings, audits, actions, proceedings, claims or investigations pending or threatened in writing, conducted
or to be conducted by any Person or Governmental Authority, actions, proceedings, claims or investigations pending or threatened in writing
against the Borrower or the entry of any judgment against the Borrower, which in each case could reasonably be expected to involve or
create a liability of the Borrower which exceeds $25,000 per incident or $100,000 in the aggregate, whether or not insured against;


 


(ii) the
entry of any judgment against the Borrower or the creation of any Lien against any of the Collateral;


 


(iii) any
actual or alleged violation by the Borrower of any Applicable Law which could reasonably be expected to have an adverse effect on any
of the Pledged Policies, the business, assets, financial condition or operations of the Borrower or any of the rights or interests of
the Administrative Agent or any of the Lenders hereunder or under any other Transaction Document; and


 


(iv)
any pending or threatened litigation dispute or similar matter relating to any Pledged Policy or any other Policy owned by an
Affiliate of the Borrower that was originated in a similar manner or under a similar origination or financing program as a Pledged Policy.




 


(u) Loan
Administration Fee. The Borrower shall pay the Loan Administration Fee for the following calendar year on the last Distribution Date
of each calendar year.


 


(v) Insured
Consent. The Borrower shall use, or shall cause the Servicer to use, commercially reasonable efforts to cause each Insured with respect
to a Pledged Policy to consent to the release and delivery of its current and historical medical information and death certificate.


 






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(w) Servicer
Documents. The Borrower shall cause the Servicer, at the request of the Administrative Agent, to provide to the Administrative Agent
all information and documentation in the possession of the Servicer with respect to the Pledged Policies and the related Insureds.


 


(x) Schedule
of Premiums. The Borrower shall cause the Servicer to provide a schedule of Premiums due during the following twelve (12) month period
on or prior to the Calculation Date with respect to each Distribution Date.


 


(y) In-Force
Policy Illustrations. With respect to each Pledged Policy, for each calendar year, the Borrower shall use commercially reasonable
efforts to cause the applicable Issuing Insurance Company to deliver to the Administrative Agent an in-force Policy Illustration in respect
of such Pledged Policy no later than sixty (60) calendar days after the anniversary date of such Pledged Policy.


 


(z) Cooperation.
The Borrower shall assist the Administrative Agent with, and take all actions reasonably requested by the Administrative Agent in connection
with, the engagement of servicers, medical underwriters and tracking agents and the enabling of such parties to perform the services for
which they have been retained by the Administrative Agent relating to the Pledged Policies.


 


(aa) Collateral
Assignment. Prior to the Second A&R Closing Date, in relation to each Policy comprising Collateral as of the Second A&R Closing
Date, and within seventy-five (75) days after the Third A&R Closing Date, in relation to each Third A&R Policy, the Borrower shall
permit, and prior to each Advance Date related to an Additional Policy Advance (other than the Third A&R Advance), the Borrower shall
permit, the Insurance Consultant to submit each collateral assignment in respect of each Policy being pledged on such Advance Date to
the applicable Issuing Insurance Company, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee. The Borrower
shall cooperate with, and provide any requested information to, the Insurance Consultant in connection with (i) submitting each such collateral
assignment in respect of each Subject Policy related to the Second A&R Closing Date or any Third A&R Policy to the applicable
Issuing Insurance Companies and the Borrower shall not interfere, directly or indirectly, with any such submission, and (ii) the preparation
of any reports produced by the Insurance Consultant following the Third A&R Closing Date with respect to the Third A&R Advance.
Within ten (10) Business Days after the Second A&R Closing Date (or with respect to any Subject Policy related to the Second A&R
Advance that constitutes a Retained Death Benefit Policy that has a Person other than the Securities Intermediary designated as an irrevocable
beneficiary by the related Issuing Insurance Company (each such Subject Policy, an “Irrevocable Retained Death Benefit Policy”),
sixty (60) days after the Second A&R Closing Date), the Borrower shall have delivered, or caused to be delivered, to the Insurance
Consultant a fully completed collateral assignment executed by the Securities Intermediary in respect of each Subject Policy, naming the
Administrative Agent, on behalf of the Lenders, as the collateral assignee, for filing with each of the related Issuing Insurance Companies.
On or prior to July 16, 2021 (or with respect to any Third A&R Policy that constitutes a Retained Death Benefit Policy that has a
Person other than the Securities Intermediary designated as an irrevocable beneficiary by the related Issuing Insurance Company (each
such Third A&R Policy, a “Third A&R Irrevocable Retained Death Benefit Policy”), within sixty (60) days after
the Third A&R Closing Date), the Borrower shall have delivered, or caused to be delivered, to the Insurance Consultant a fully completed
collateral assignment executed by the Securities Intermediary in respect of each Third A&R Policy, naming the Administrative Agent,
on behalf of the Lenders, as the collateral assignee, for filing with each of the related Issuing Insurance Companies. The Borrower shall
take all commercially reasonable actions necessary to ensure that each such Issuing Insurance Company acknowledges such collateral assignment
as soon as practical after the applicable Advance Date; provided that with respect to the Subject Policies related to the Second A&R
Closing Date or Third A&R Policies, each related Issuing Insurance Company shall acknowledge such collateral assignment within forty-five
(45) days after the date of the delivery of such collateral assignment to such Issuing Insurance Company by the Insurance Consultant.


 






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(bb) Other
Information. The Borrower shall use commercially reasonable efforts to obtain any other information reasonably requested by the Administrative
Agent with respect to the Pledged Policies and the Insureds.


 


(cc) Transaction
Documents. The Borrower shall duly and timely perform all of its covenants and obligations under all Transaction Documents, except
with the prior written consent of the Administrative Agent.


 


(dd) Purchase
Agreements.


 


(i) The
Borrower shall enforce each of the Parent Obligations promptly, but in any event, within three (3) Business Days of (a) if the applicable
provisions of the Purchase Agreement provide for a specified cure period for such Parent Obligations, the date of the expiration of such
specified cure period and (b) if the applicable provisions of the Purchase Agreement do not provide for a specified cure period for such
Parent Obligations, the earlier of (i) the date on which such Parent Obligations which have not been performed have first become due and
(ii) the date on which the Administrative Agent provides instruction to the Borrower to enforce such Parent Obligations.


 


(ii) The
Borrower shall enforce any and all rights and remedies of the Borrower under or in connection with the Third A&R Bill of Sale promptly,
and in any event within three (3) Business Days, after any date on which the Administrative Agent provides instruction to the Borrower
to enforce such rights and remedies.


 


(ee) Servicing
Agreement. The Borrower shall enforce each of the Servicing Agreement Obligations and the Servicing Agreement Rights promptly, but
in any event, within three (3) Business Days of (a) in the case of any Servicing Agreement Obligations, (i) if the applicable provisions
of the Servicing Agreement provide for a specified cure period for such Servicing Agreement Obligations, the date of the expiration of
such specified cure period and (ii) if the applicable provisions of the Servicing Agreement do not provide for a specified cure period
for such Servicing Agreement Obligations, the earlier of (x) the date on which such Servicing Agreement Obligations which have not been
performed have first become due and (y) the date on which the Administrative Agent provides instruction to the Borrower to enforce such
Servicing Agreement Obligations and (b) in the case of such Servicing Agreement Rights, the date on which the Borrower becomes aware that
such Servicing Agreement Rights are enforceable.


 






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(ff) Life
Expectancy Reports. The Borrower shall, at its sole cost and expense, use commercially reasonable efforts to obtain updated medical
records for each Insured related to the Pledged Policies within forty-five (45) days after each of (i) the Second A&R Closing Date
and (ii) the Conversion Date. Notwithstanding whether the Borrower actually obtains any such updated medical records, the Borrower shall
request and obtain updated Life Expectancy Reports from each of 21st and AVS for each Insured related to the Pledged Policies (or one
of 21st or AVS if any such Pledged Policy constitutes a Small Face Policy), and each such updated Life Expectancy Report shall
be provided to the Administrative Agent no later than (i) other than with the respect of the Third A&R Policies, December 18, 2020
and (ii) with respect to the Third A&R Policies, the date that is one hundred eighty (180) days after the Conversion Date (or, in
each case, such later date as determined in the Administrative Agent’s sole and absolute discretion). Notwithstanding the foregoing,
the Borrower may provide Life Expectancy Reports from each of 21st and AVS (or one of 21st or AVS if the related Pledged Policy
constitutes a Small Face Policy) to the Administrative Agent that were previously obtained by an Affiliate of the Borrower on or after
January 1, 2019 to satisfy the requirement set forth in the immediately preceding sentence with respect to any of the Insureds related
to the Subject Policies that were pledged in connection with the Second A&R Advance. After obtaining such updated Life Expectancy
Reports (or providing Life Expectancy Reports obtained during 2019 prior to the Second A&R Closing Date as contemplated by the immediately
preceding sentence), notwithstanding anything to the contrary in the Servicing Agreement, the Borrower shall, at its sole cost and expense,
request and obtain further updated Life Expectancy Reports from each of 21st and AVS for each Insured related to the Pledged Policies
(or one of 21st or AVS if any such Pledged Policy constitutes a Small Face Policy) no less frequently than once every five
(5) calendar years (or as more frequently as may be directed in writing by the Administrative Agent to the Borrower from time to time,
at the Administrative Agent’s sole cost and expense (unless an Event of Default has occurred and is continuing, in which case, such updated
Life Expectancy Reports shall be at the Borrower’s sole cost and expense)), which updated Life Expectancy Reports shall be provided
to the Administrative Agent no later than December 18 of each year such Life Expectancy Reports are required to be so delivered (or no
later than the end of the applicable time period directed in writing by the Administrative Agent).


 


(gg) Second
A&R Advance Prepayment. If after receipt of the updated Life Expectancy Reports for the Insureds related to the Subject Policies
for the Second A&R Advance as contemplated by Section 9.1(ff), the Required Lenders determine that the initial principal balance
of the Second A&R Advance (excluding the amount of the Second A&R Advance that was used to pay the Structuring Fee, the Amendment
Fee, any costs and expenses incurred by or on behalf of the Lenders and the Administrative Agent in connection with the Second A&R
Advance and this Loan Agreement (including, without limitation, attorneys’ fees and any fees of the Insurance Consultant), and any
attorneys’ fees incurred by the Borrower in connection with the Second A&R Advance and the Second Amended and Restated Loan
Agreement) exceeds fifty-five percent (55.0%) of the Lender Valuations for such Subject Policies (determined as of the Second A&R
Closing Date), then the Administrative Agent may, acting at the direction of the Required Lenders in their sole and absolute discretion,
notify the Borrower in writing of such determination and require that the Borrower prepay the Second A&R Advance in an amount equal
to such excess. Within sixty (60) days after receipt by the Borrower of written notice of such determination and requirement, the Borrower
shall prepay the Second Amended and Restated Closing Advance in such an amount and, so long as no Event of Default has occurring and is
continuing on the date of such prepayment, no Yield Maintenance Fee shall be due in connection with such prepayment.


 






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(hh) Beneficial
Ownership Certification/KYC. ‎If requested by Administrative Agent or any Lender, a Beneficial Ownership Certification in relation
to Borrower.


 


(ii) [Reserved].


 


(jj) Post-Closing
Obligations. On or prior to the dates set forth on Schedule 9.1(jj), or at such later dates that the Administrative Agent in its sole
discretion may permit, the Borrower shall deliver to the Administrative Agent the documents, and perform the actions, set forth on Schedule
9.1(jj). The Borrower shall cause the FTP Site (and all documents and other items uploaded to the FTP Site) to be maintained, and shall
take actions necessary to cause the FTP Site to be accessible to the Administrative Agent and the Lenders, in each case until the date
that is one year after the Third A&R Closing Date.


 


Section 9.2 Negative
Covenants. Until the first day following the date on which all of the Obligations are performed and paid in full and this Loan Agreement
is terminated, the Borrower hereby covenants and agrees that it shall not:


 


(a) Assignment
of Pledged Policies, Etc. Except for a Permissible Sale or Permissible Prepayment Sale or a Specified Transfer to Parent, sell, assign
(by operation of law or otherwise) or otherwise dispose of ‎(including by way of Division)‎, or create or suffer to exist, any
Adverse Claim upon or with respect to, any of the Pledged Policies or any other Collateral, including, without limitation, any Adverse
Claim arising out of a Policy Loan.


 


(b) Amendments
to Transaction Documents, etc. Amend, otherwise modify or waive any term or condition of (i) any Transaction Document or any Pledged
Policy, except in each case with the prior written consent of the Required Lenders in their sole and absolute discretion or (ii) the Borrower
Organizational Documents or any other material contract other than any Transaction Document or any Pledged Policy, except in each case
with the prior written consent of the Required Lenders, such consent not to be unreasonably withheld.


 


(c) Deposit
of Non-Collections. Deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Collection Account any
cash proceeds or other assets other than Collections and other amounts allowed or required to be credited to the Collection Account in
accordance with Section 5.2.


 


(d) Indebtedness.
Contract, create, incur or assume any indebtedness other than indebtedness incurred pursuant to this Loan Agreement and the other Transaction
Documents.


 


(e) Change
of Accounts. Change or cause to be changed any of the Accounts, the Policy Account, the Borrower Account or amend the Account Control
Agreement without prior written consent of the Required Lenders.


 






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(f) Mergers,
Acquisitions, Sales, Subsidiaries, etc.


 


(i) Be
acquired directly or indirectly or be a party to any merger, division or consolidation (including, without limitation, any Division),
or directly or indirectly purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership
or joint venture interest in, any other Person, except for Permitted Investments or sell, transfer, assign, convey or lease any of its
property and assets (or any interest therein) other a Permissible Sale or Permissible Prepayment Sale or a Specified Transfer to Parent;


 


(ii) make,
incur or suffer to exist an Investment in, equity contribution to, loan or advance to, or payment obligation in respect of the deferred
purchase price of, or payment for, property from, any other Person, except for Permitted Investments, pursuant to the Transaction Documents;


 


(iii) create
any direct or indirect Subsidiary or otherwise acquire direct or indirect ownership of any equity interests in any other Person other
than pursuant to the Transaction Documents; or


 


(iv) enter
into any transaction with any Affiliate of the Borrower, the Servicer or any Affiliate of any of them except for the transactions contemplated
or permitted by the Transaction Documents and other transactions upon fair and reasonable terms materially no less favorable to the Borrower
than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower or the Servicer.


 


(g) Change
in Business Policy. Make any change in the character of its business.


 


(h) Chief
Executive Office. Move its chief executive office or jurisdiction of formation or its situs or permit the documents and books evidencing
the Collateral to be moved unless (i) the Borrower shall have given to the Administrative Agent not less than thirty (30) days’
prior written notice thereof, clearly describing the new location, and (ii) the Borrower shall have taken such action, satisfactory to
the Administrative Agent, to maintain the title or ownership of the Borrower and any security interest of the Administrative Agent, in
the Collateral at all times fully perfected and first priority (subject to no Adverse Claims) and in full force and effect. The Borrower
shall not in any event become or seek to become organized under the laws of more than one jurisdiction.


 


(i) Business
Restrictions. Engage in any business or transactions, or be a party to any documents, agreements or instruments, other than the Transaction
Documents or those incidental to the purposes thereof, or make any expenditure for the purchase of any assets if such expenditure is made
by the Borrower through a withdrawal of funds from an Account.


 






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(j) Sale
of Assets. Sell, transfer or convey any assets, except in connection with a Permissible Sale (which for the avoidance of doubt shall
not include any Third A&R Policy prior to the Conversion Date) or except for a Specified Transfer to Parent. Notwithstanding the foregoing,
simultaneously with the occurrence of the Prepayment Event (which shall include, for the avoidance of doubt, the payment of all Third
A&R Advance Obligations), and provided no Event of Default or an Unmatured Event of Default has occurred and is continuing or would
result therefrom, Borrower shall sell, transfer, or convey all and not less than all of the Third A&R Policies to the Parent, the
Third A&R Transferor or an Affiliate of either of the foregoing (such sale a “Permissible Prepayment Sale”). The
Borrower shall provide prior written notice of any such sale to the Administrative Agent and shall certify to the Administrative Agent
that such sale constitutes a Permissible Prepayment Sale.


 


(k) Independent
Director. Remove, replace or seek to replace its Independent Director absent due cause and the express consent of the Administrative
Agent and the Required Lenders, provided, however, that no such consent shall be required for the replacement of an Independent Director
in the event that such Independent Director ceases to meet the qualifications set forth in Section 9.1(f)(ii), and such Independent
Director is replaced by another employee of the Corporate Services Provider meeting all of the qualifications set forth in Section
9.1(f)(ii).


 


(l) Further
Policy Acquisitions. Acquire at any time any additional Policies without the prior written consent of the Administrative Agent.


 


(m) Use
of Funds/Proceeds. Without the prior written consent of the Administrative Agent, use the funds in the Reserve Account or any proceeds
arising from a sale under Section 2.7 other than pursuant to this Loan Agreement.


 


(n) Accounting
Changes. Change any accounting practices, policies or treatment without the prior written consent of the Administrative Agent.


 


(o) Foreign
Assets Control Regulations, Etc. (i) Become or permit any of its Affiliated Entities to become a Blocked Person, (ii) have or permit
any of its Affiliated Entities to have any investments in or engage in any dealings or transactions with any Blocked Person or (iii) violate
or permit any of its Affiliated Entities to violate any Anti-Money Laundering Law.


 


(p) Amendments
to Certain Documents. Permit any amendment or other modification or waiver to any term or condition set forth in (i) the GWG Holdings
Indenture, (ii) any Collateral Document (as defined in the GWG Holdings Indenture), (iii) the GWG Note Issuance and Security Agreement
or (iv) any other document or agreement pursuant to which the Parent pledges or purports to pledge or that is secured by the Parent’s
membership interests in the Borrower or any of the Collateral, except in each case, with the prior written consent of the Required Lenders
in their sole and absolute discretion.


 






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ARTICLE
X



EVENTS OF DEFAULT; REMEDIES


 


Section 10.1 Events
of Default. Each of the following shall constitute an “Event of Default” under this Loan Agreement, unless the
Required Lenders in their sole and absolute discretion shall deliver a Cure Notice to the Borrower, in which case each of the following
shall constitute an Event of Default only upon (i) the expiration of the time period set forth in such Cure Notice or (ii) the earlier
revocation of such Cure Notice by the Required Lenders in their sole and absolute discretion:


 


(a) Non-Payment.
(A) The Borrower shall (i) fail to make when due any payment to any Lender or the Administrative Agent or deposit to any of the Accounts
to be made by it under this Loan Agreement or any other Transaction Document when due, which failure shall have continued for three (3)
Business Days or (ii) fail to make when due, any payment to any Person under this Loan Agreement or any other Transaction Document, including,
without limitation, the failure to pay any Premium, which failure shall have continued for ten (10) Business Days, or (B) any Advance
is not paid in full on the Maturity Date. For the avoidance of doubt, the Lenders making one or more Protective Advances to pay any Premiums
due during such ten (10) Business Day period shall not constitute a cure of the related Event of Default.


 


(b) Breach
of Representations and Warranties. Any representation or warranty made or deemed made by the Borrower or the Parent under or in connection
with any Transaction Document to which it is a party or any information or report delivered by or on behalf of any such Person to the
Administrative Agent or any Lender hereunder or under any other Transaction Document shall prove to have been incorrect or untrue in any
material respect when made or delivered (or when such representation, warranty, information or report is deemed to have been made or delivered),
and such failure remains unremedied for thirty (30) days.


 


(c) Non-Compliance
with Other Provisions. Except as otherwise provided in this Section 10.1, (i) the Borrower shall fail to perform or observe
any covenant or agreement set forth in Section 9.1(n), Section 9.1(p), Section 9.1(r), Section 9.1(v), Section
9.1(aa) (with respect to the Borrower’s obligation to deliver fully completed collateral assignments for the Subject Policies related
to the Second A&R Advance or Third A&R Policies (excluding any Irrevocable Retained Death Benefit Policies) to the Insurance Consultant
within ten (10) Business Days after the Second A&R Closing Date or Third A&R Closing Date as required thereunder), Section
9.1(ff) (with respect to any Life Expectancy Reports required to be delivered by December 18, 2020 or, with respect to Third A&R
Policies, within one hundred eighty (180) days after the Conversion Date), Section 9.1(gg), Section 9.1(hh), Section
9.1(jj) or Section 9.2 (other than Section 9.2(c)), (ii) the Borrower shall fail to perform or observe any covenant
or agreement in Section 9.1(cc), Section 9.1(d)(vii), Section 9.1(dd) or Section 9.1(ee) and any such failure
described in this clause (ii) shall remain unremedied for three (3) Business Days, (iii) the Borrower shall fail to perform or observe
any covenant or agreement set forth in Section 9.1(ff) (other than with respect to any Life Expectancy Reports required to be delivered
by December 18, 2020 or, with respect to Third A&R Policies, within one hundred eighty (180) days after the Conversion Date), and
such failure shall remain unremedied for forty-five (45) days, or (iv) the Borrower or the Parent shall fail to perform or observe any
other term, covenant or agreement contained in any Transaction Document to which it is party on its part to be performed or observed and
any such failure described in this clause (iv) shall remain unremedied for thirty (30) days (or, in the case of a failure to comply with
the covenant set forth in Section 9.1(aa) (except with respect to the Borrower’s failure to deliver fully completed collateral
assignments for the Subject Policies related to the Second A&R Advance or Third A&R Policies (excluding any Irrevocable Retained
Death Benefit Policies) to the Insurance Consultant within ten (10) Business Days after the Second A&R Closing Date or Third A&R
Closing Date as required thereunder, which shall result in an immediate Event of Default as specified in clause (i) above), Borrower has
not repurchased or replaced the applicable Pledged Policy in accordance with Section 10.2(c) or Section 10.2(d) below) (or,
with respect to a failure to deliver the Calculation Date Report or a failure to comply with any of Section 2.7, Section 9.1(b),
Section 9.1(e), Section 9.1(f), Section 9.1(h), Section 9.1(i), Section 9.1(m) or Section 9.2(c),
such failure shall remain unremedied for five (5) Business Days).


 






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(d) Non-Compliance
by Other Parties. Any party to any Transaction Document other than the Borrower, the Parent, the Lenders or the Administrative Agent
shall fail to perform or observe any term, covenant or agreement contained in this Loan Agreement or in any other Transaction Document
on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days (or, with respect to a failure
by such party to make a payment or cause a payment to be made, such failure shall be unremedied for (i) if such failure relates to the
payment of amounts to any Lender or the Administrative Agent or to the deposit of any amounts to the Accounts pursuant to this Loan Agreement
or any other Transaction Document, one (1) Business Day or (ii) if such failure relates to the payment of amounts to any other Person,
ten (10) Business Days) from the earlier of the (i) the date such Person receives notice of such failure and (ii) the date such Person
has actual knowledge thereof; provided that the Borrower and/or the Parent may remedy such failure by performing or causing to be performed
such action in place of such party prior to the expiration of the applicable cure period.


 


(e) Validity
of Transaction Documents. (i) This Loan Agreement or any other Transaction Document shall (except in accordance with its terms), in
whole or in part, cease to be the legally valid, binding and enforceable obligation of the Borrower or the Parent, or cease to be in full
force and effect, (ii) the Borrower or the Parent, shall directly or indirectly contest in any manner such effectiveness, validity, binding
nature or enforceability of such document, (iii) any other party (other than any of the Lenders, the Administrative Agent or any other
Affected Party) shall directly or indirectly contest such effectiveness, validity, binding nature or enforceability of such document or
(iv) this Loan Agreement together with the Account Control Agreement shall cease to create a valid Lien in favor of the Administrative
Agent in the Collateral, or the Lien of the Administrative Agent in the Collateral shall cease to be a valid and enforceable first priority
perfected Lien, free and clear of any Adverse Claim.


 


(f) Bankruptcy.
An Event of Bankruptcy shall have occurred with respect to the Borrower or the Parent.


 


(g) Change
in Control. A Change in Control shall have occurred with respect to the Borrower or the Parent.


 


(h) Tax
Liens; ERISA Liens. The Internal Revenue Service shall file notice of a Lien pursuant to the Code with regard to any assets of the
Borrower or the Parent, or the PBGC shall, or shall indicate its intention to, file notice of a Lien pursuant to Section 4068 of ERISA
with regard to any of the assets of the Borrower or the Parent in excess of $100,000; provided, however, that in each case the filing
of such a notice of Lien shall not be an Event of Default for so long as such filing is being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside. Notwithstanding anything provided in the preceding sentence, no Adverse
Claim shall be permitted with respect to any Collateral.


 


(i) Defaults.
A default by the Borrower (after giving effect to the applicable grace period) shall have occurred and be continuing under any instrument,
agreement or legal commitment evidencing, securing or providing for indebtedness, following which the provider or holder of such indebtedness
has the right to accelerate the maturity thereof.


 






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(j) Monetary
Judgment. One or more judgments for the payment of money in an aggregate amount in excess of $50,000 shall be rendered against the
Borrower, and shall remain unpaid or undischarged, or a stay of execution thereof shall not be obtained, within thirty (30) days from
the date of entry thereof.


 


(k) Material
Adverse Effect. An event has occurred that has had or could reasonably be expected to have a Material Adverse Effect.


 


(l) Servicer
Termination Events. (i) A Servicer Termination Event shall have occurred and be continuing, but only if the Servicer has not been
replaced by a Successor Servicer in accordance with the terms and conditions of the Servicing Agreement or if such Servicer Termination
Event causes a Material Adverse Effect or (ii) regardless of whether a Servicer Termination Event shall have occurred or be continuing,
the Servicer shall fail to perform or observe any term, covenant or agreement contained in any Transaction Document to which it is party
on its part to be performed or observed or any representation or warranty made or deemed made by the Servicer under or in connection with
any Transaction Document to which it is a party or any information or report delivered by or on behalf of the Servicer to the Administrative
Agent or any Lender under the Servicing Agreement or under any other Transaction Document shall prove to have been incorrect or untrue
in any material respect when made or delivered (or when such representation, warranty, information or report is deemed to have been made
or delivered) and, in each case, such failure or incorrect or untrue representation, warranty, information or report has a material adverse
effect on the validity, enforceability, collectability, Lender Valuation or Net Death Benefit of one or more Pledged Policies.


 


(m) Investment
Company Act. (i) The Borrower or the Parent shall become an “investment company” or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any of the foregoing is
at any time not an “investment company” or a company “controlled” by an “investment company” within
the meaning of the Investment Company Act of 1940, as amended, solely by virtue of an exception pursuant to Section 3(c)(1) or 3(c)(7)
thereof or (ii) the Issuer shall become a “covered fund” under Section 13 of the Bank Holding Company Act of 1956, as
amended.


 


(n) Organizational
Document Amendments. The Borrower shall make any material amendment to any of the Borrower Organizational Documents without the prior
written consent of the Required Lenders, such consent not to be unreasonably withheld.


 


(o) Subject
Policy Grace Period. Any Pledged Policy enters a “grace period” and is not restored to good standing within ten (10) Business
Days after the start of such “grace period”; provided, however, that any Pledged Policy may be permitted to lapse with the
prior written consent of the Required Lenders, in their sole and absolute discretion.


 






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(p) Second
Initial Advance. (i) Within five (5) Business Days after the Closing Date, with respect to each Policy that became a Pledged Policy
upon the making of the Second Initial Advance, (a) the Borrower or the Parent failed to submit completed Change Forms to the related Issuing
Insurance Company, which Change Forms designated the Securities Intermediary as the new owner and beneficiary of such Policy, or (b) the
Borrower failed to deliver a fully executed entitlement order to the Securities Intermediary, which entitlement order credits such Policy
to the Policy Account, (ii) within forty-five (45) days after the Closing Date, the Second Initial Advance was not made, (iii) the number
of Subject Policies related to the Second Initial Advance was less than 140 or such Subject Policies insured the lives of less than 133
distinct Insureds or (iv) within five (5) Business Days after the date on which any of the Borrower, the Securities Intermediary or the
Administrative Agent received an Acknowledgement for each Policy that become a Pledged Policy upon the making of the Second Initial Advance,
the Borrower failed to deliver a Borrowing Request in respect of the Second Initial Advance to the Administrative Agent pursuant to Section
2.3(b) of the Original Loan Agreement.


 


(q) Eligibility
Criteria.


 


(i) Prior
to the date on which the Insurance Consultant delivers for filing with all of the related Issuing Insurance Companies fully completed
and executed collateral assignments in respect of each Subject Policy related to the Second A&R Advance, naming the Administrative
Agent, on behalf of the Lenders, as the collateral assignee, more than ten (10) such Subject Policies fail to satisfy the criteria set
forth in clause (cc) of the Eligibility Criteria.


 


(ii) Prior
to the date on which the Insurance Consultant delivers for filing with all of the related Issuing Insurance Companies fully completed
and executed collateral assignments in respect of each Third A&R Policy, naming the Administrative Agent, on behalf of the Lenders,
as the collateral assignee, more than twenty (20) such Third A&R Policies fail to satisfy the criteria set forth in clause (cc) of
the Eligibility Criteria.


 


Section 10.2 Remedies.


 


(a) Optional
Termination. Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in Section
10.1(f)), the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, declare the Advances
and other Obligations to be due and payable and the Lenders’ Commitments (if not theretofore terminated) to be terminated, whereupon
the full unpaid amount of all the Advances and other Obligations (including, without limitation, any Prepayment Premium or Yield Maintenance
Fees payable pursuant to Section 4.2) shall be and become immediately due and payable (and the Maturity Date shall be deemed to
have occurred), without further notice, demand or presentment, and the Lenders’ Commitments shall terminate.


 


(b) Automatic
Termination. Upon the occurrence of an Event of Default described in Section 10.1(f), the Lenders’ Commitments shall
be deemed to have been terminated automatically and the Commitment Termination Date shall be deemed to have occurred automatically and
all outstanding Advances and other Obligations (including, without limitation, any Prepayment Premium or Yield Maintenance Fees payable
pursuant to Section 4.2) shall become immediately and automatically due and payable (and the Maturity Date shall be deemed to have
occurred for all of the Advances), all without presentment, demand, protest, or notice of any kind.


 


(c) Subject
Policies With Respect to Second A&R Advance. With respect to any Subject Policy that was pledged in connection with the Second
A&R Advance, notwithstanding anything herein to the contrary, if it is subsequently determined by the Required Lenders that such Subject
Policy failed to constitute an Eligible Policy as of the Second A&R Closing Date or such Subject Policy constitutes an Excluded Policy
under clause (i) of the definition thereof, the Borrower shall have thirty (30) days after such date of determination or the date on which
such Subject Policy constitutes such an Excluded Policy, as applicable, to cause the Parent to either (i) repurchase such Subject Policy
in accordance with the terms and conditions of the Purchase Agreement, for a repurchase price equal to the “Repurchase Price”
(as defined in the Purchase Agreement) or (ii) to substitute such Subject Policy with one or more Policies that constitute Eligible Policies
with Lender Valuations at least equal to or greater than the Lender Valuations of such Subject Policy as of the Second A&R Closing
Date, which Policies shall be acceptable to the Required Lenders in their sole and absolute discretion. In the event the Borrower fails
to comply with the immediately preceding sentence by the end of such thirty (30) day period, such failure shall constitute an immediate
Event of Default.


 






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(d) Additional
Rights and Remedies. In addition to all rights and remedies under this Loan Agreement or otherwise, the Lenders and the Administrative
Agent shall have all other rights and remedies provided under the relevant UCC and under other Applicable Laws, which rights shall be
cumulative. Without limiting the generality of the foregoing, on and after the occurrence of an Event of Default, the Administrative Agent
(on behalf of the Secured Parties and at the direction of the Required Lenders) may without being required to give any notice (except
as herein provided or as may be required by mandatory provisions of law), sell the Collateral or any part thereof in any commercially
reasonable manner at public or private sale, for cash, upon credit or for future delivery, as directed by the Required Lenders, and at
such price or prices as the Required Lenders, may deem satisfactory. Any Lender or the Administrative Agent may participate as a bidder
in any such sale and the Administrative Agent may credit bid in such sale. The Borrower will execute and deliver such documents and take
such other action as the Administrative Agent reasonably deems necessary or advisable in order that any such sale may be made in compliance
with Applicable Law. Upon any such sale, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser
thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim
or right of whatsoever kind, including any equity or right of redemption of the Borrower which may be waived, and the Borrower, to the
extent permitted by Applicable Law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under
any law now existing or hereafter adopted. The Administrative Agent at the direction of the Required Lenders, instead of exercising the
power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests in the
Collateral and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.


 


(e) Power
of Attorney. In furtherance of the rights, powers and remedies of the Administrative Agent and the Lenders, on and after the occurrence
of an Event of Default, the Borrower hereby irrevocably appoints the Administrative Agent, its true and lawful attorney, which appointment
is coupled with an interest and is irrevocable, with full power of substitution, in the name of the Borrower, or otherwise, for the sole
use and benefit of the Administrative Agent (for the further benefit of the Secured Parties), but at the Borrower’s expense, to
the extent permitted by law and subject to the last sentence of the immediately preceding subsection, to exercise, at any time and from
time to time during the continuance of an Event of Default, all or any of the following powers with respect to all or any of the Collateral:


 


(i) to
demand, sue for, collect, receive and give acquittance for any and all monies due or to become due thereon or by virtue thereof,


 


(ii) to
settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,


 


(iii) to
sell, transfer, assign, seize or otherwise deal in or with the Collateral or the proceeds or avails thereof, as fully and effectually
as if the Administrative Agent was the absolute owner thereof, and


 


(iv) to
extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto;


 


provided that the Administrative Agent shall give
the Borrower at least ten (10) days’ prior written notice of the time and place of any public sale or the time after which any private
sale or other intended disposition of any of the Collateral is to be made. The Borrower agrees that such notice constitutes “reasonable
notification” within the meaning of Section 9-611 (or other section of similar content) of the relevant UCC.


 






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(f) Conflict
of Rights. Notwithstanding anything to the contrary contained in this Loan Agreement, if at any time the rights, powers and privileges
of the Required Lenders, or the Administrative Agent following the occurrence of an Event of Default conflict (or are inconsistent) with
the rights and obligations of the Servicer, the rights, powers and privileges of the Required Lenders, or the Administrative Agent shall
supersede the rights and obligations of the Servicer to the extent of such conflict (or inconsistency), with the express intent of maximizing
the rights, powers and privileges of the Required Lenders and the Administrative Agent following the occurrence of an Event of Default.


 


(g) Contract
to Extend Financial Accommodations. The parties hereto acknowledge that this Loan Agreement is, and is intended to be, a contract
to extend financial accommodations to the Borrower within the meaning of Section 365(e)(2)(B) of the Federal Bankruptcy Code (11 U.S.C.
§ 365(e)(2)(B)) (or any amended or successor provision thereof or any amended or successor code).


 


(h) Cumulative
Rights. For the avoidance of doubt, the rights and remedies granted to the Lenders or the Administrative Agent under this Loan Agreement,
any other Transaction Document, the relevant UCC or any other Applicable Law are cumulative and not exclusive, and the exercise of any
such rights and remedies will not be waived or deemed waived by any such Person merely by the receipt of or acceptance by such Person
of amounts on deposit in the Collection Account that are distributed pursuant to Section 5.2(c) of this Loan Agreement.


 


ARTICLE
XI



INDEMNIFICATION


 


Section 11.1 General
Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower hereby
agrees to indemnify each Lender and the Administrative Agent (on their own behalf and on behalf of each of the Lenders’ and the
Administrative Agent’s Affiliates and each of such entities’ respective successors, transferees, participants and assigns
and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing) (each of the foregoing Persons
being individually called an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses,
claims, liabilities and related and reasonable costs and expenses actually incurred, including reasonable attorneys’ fees and disbursements
actually incurred (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred
by any of them arising out of or relating to any Transaction Document or the transactions contemplated thereby, the acceptance and administration
of this Loan Agreement by such Person, any commingling of funds related to the transactions contemplated hereby (whether or not permitted
hereunder), or the use of proceeds therefrom by the Borrower, including (without limitation) in respect of the funding of any Advance
or in respect of any Policy; excluding, however, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction
to have resulted from gross negligence, fraud or willful misconduct on the part of any Indemnified Party (BUT EXPRESSLY EXCLUDING FROM
THIS CLAUSE (i), AND EXPRESSLY INCLUDING IN THE INDEMNITY SET FORTH IN THIS SECTION 11.1, INDEMNIFIED AMOUNTS ATTRIBUTABLE TO THE
ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, IT BEING THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN
THIS SECTION 11.1, INDEMNIFIED PARTIES SHALL BE INDEMNIFIED FOR THEIR OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE NOT CONSTITUTING
GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT), and (ii) any Tax upon or measured by net income (except those described in Section
6.1(a)) on any Indemnified Party; including (without limitation), however, Indemnified Amounts resulting from or relating to:


 


(i) any
representation or warranty made by or on behalf of the Borrower or the Parent in any Transaction Document to which it is a party, which
was incorrect in any respect when made;


 






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(ii) failure
by the Borrower or the Parent to comply with any covenant made by it, or perform any obligation to be performed by it, in any Transaction
Document to which it is a party;


 


(iii) except
as expressly set forth in this Loan Agreement, the failure by the Borrower or the Parent to create and maintain in favor of the Administrative
Agent, for the benefit of the Secured Parties a valid perfected first priority security interest in the Collateral, free and clear of
any Adverse Claim;


 


(iv) the
Borrower’s use of the proceeds of the Advances;


 


(v) the
failure by the Borrower to pay when due any Taxes (including sales, excise or personal property taxes) payable in connection with the
purchase and sale of the Collateral;


 


(vi) the
commingling of the Collections with other funds of the Borrower;


 


(vii) any
legal action, judgment or garnishment affecting, or with respect to, distributions on any Pledged Policy or the Transaction Documents;
and


 


(viii) any
failure to comply with any Applicable Law with respect to any Pledged Policy or any other part of the Collateral.


 


If and to the extent that the foregoing undertaking
may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment of the amounts indemnified
against in this Section 11.1 that is permissible under Applicable Law.


 


ARTICLE
XII



ADMINISTRATIVE AGENT


 


Section 12.1 Appointment.
Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Loan Agreement
and the other Transaction Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such
action on its behalf under the provisions of this Loan Agreement and the other Transaction Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms of this Loan Agreement and the other Transaction Documents,
together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this
Loan Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Loan Agreement or any other Transaction Document or otherwise exist against the Administrative Agent.


 






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Section 12.2 Delegation
of Duties. The Administrative Agent may execute any of its duties under this Loan Agreement and the other Transaction Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.


 


Section 12.3 Exculpatory
Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Loan Agreement
or any other Transaction Document (except for its or such Person’s own gross negligence, fraud or willful misconduct) or (b) responsible
in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower, the Parent, the
Custodian, the Securities Intermediary or the Servicer or any officer thereof contained in this Loan Agreement or any other Transaction
Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Loan Agreement or any other Transaction Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Loan Agreement or any other Transaction Document or for any failure of the Borrower, the Parent,
the Custodian, the Securities Intermediary or the Servicer to perform its obligations hereunder or thereunder. The Administrative Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Loan Agreement or any other Transaction Document, or to inspect the properties, books or records
of the Borrower, the Parent, the Custodian, the Securities Intermediary or the Servicer. The Administrative Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary
to this Loan Agreement, any other Transaction Document or Applicable Law, including for the avoidance of doubt any action that may be
in violation of the automatic stay under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property
of any Lender.


 


Section 12.4 Reliance
by the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any
note, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, e-mail or teletype message, statement, order
or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower or the Servicer), independent
accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat each Lender as the owner
of its pro rata share of the Advances for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have
been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action
under this Loan Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such action. Subject to the Transaction Documents, the Administrative
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Loan Agreement and the other Transaction
Documents in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders and all future holders of an interest in any of the Lender Notes.


 






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Section 12.5 Notice
of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Unmatured Event of Default
or Event of Default hereunder unless the Administrative Agent has received written notice from a Lender referring to this Loan Agreement,
describing such Unmatured Event of Default or Event of Default and stating that such notice is a “notice of default”. In the
event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative
Agent shall take such action, subject to the Transaction Documents with respect to such Unmatured Event of Default or Event of Default
as shall be directed by the Required Lenders.


 


Section 12.6 Non-Reliance
on the Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that
no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower or the Servicer, shall be deemed
to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent
that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other
condition and creditworthiness of the Borrower and the Servicer and made its own decision to make its Advances hereunder and enter into
this Loan Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Loan Agreement and the other Transaction Documents, and to make such
investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness
of the Borrower and the Servicer. Except for notices, reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness
of the Borrower or the Servicer which may come into the possession of the Administrative Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.


 


Section 12.7 Indemnification.
The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their outstanding Advances, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may
at any time (including, without limitation, at any time following the payment of all of the Lender Notes) be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or arising out of, the Commitments, this Loan Agreement, any of the other
Transaction Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from the Administrative Agent’s gross negligence, fraud or willful misconduct. The agreements
in this Section 12.7 shall survive the payment of all of the Lender Notes and all other amounts payable hereunder and the termination
of this Loan Agreement.


 


Section 12.8 The Administrative
Agent in Its Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrower or the Servicer or any of their Affiliates as though the Administrative Agent were not
the Administrative Agent hereunder and under the other Transaction Documents. With respect to Advances made or renewed by it, the Administrative
Agent shall have the same rights and powers under this Loan Agreement and the other Transaction Documents as any Lender and may exercise
the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the
Administrative Agent in its individual capacity.


 






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Section 12.9 Successor
Administrative Agent. The Administrative Agent may resign as the Administrative Agent upon twenty (20) days’ notice to the Lenders
effective upon the appointment of a successor agent. If the Administrative Agent shall resign as the Administrative Agent under this Loan
Agreement and the other Transaction Documents, then the Required Lenders shall appoint a successor agent for the Lenders, which successor
agent shall be the initial Administrative Agent, an Affiliate of either the outgoing Administrative Agent or the initial Administrative
Agent or a commercial bank organized under the laws of the United States of America or any State thereof or under the laws of another
country which is doing business in the United States of America and, if such successor agent is not the initial Administrative Agent,
an Affiliate of either the outgoing Administrative Agent or the initial Administrative Agent, together with its Affiliates, having a combined
capital, surplus and undivided profits of at least $100,000,000, whereupon such successor agent shall succeed to the rights, powers and
duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent’s rights, powers and duties as the Administrative Agent shall be terminated,
without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Loan Agreement
or any holders of an interest in any of the Lender Notes. After any retiring Administrative Agent’s resignation as the Administrative
Agent, all of the provisions of this Article XII shall inure to its benefit as to any actions taken or omitted to be taken by it while
it was the Administrative Agent under this Loan Agreement and the other Transaction Documents.


 


ARTICLE
XIII



MISCELLANEOUS


 


Section 13.1 Amendments,
Etc. No amendment or waiver of, or consent to the Borrower’s departure from, any provision of this Loan Agreement shall be effective
unless it is in writing and signed by the Borrower and the Administrative Agent, with the written consent of the Required Lenders (or,
in the case of any amendment, waiver or consent that would result in a decrease in the interest rate on any Advance, the extension of
the Commitment Termination Date, a reduction in the principal amount of any Advance, an extension of time to make any payment of principal
or interest on any Advance, or a release of all or any of the Collateral (other than as expressly contemplated hereunder), by each Affected
Party), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which
it was given.


 


Section 13.2 Notices,
Etc. All notices, directions, instructions, demands and other communications provided for hereunder shall, unless otherwise stated
herein, be in writing (including electronic mail communication) and sent to each party entitled thereto, at its address set forth on Schedule
13.2, or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices,
directions, instructions, demands and communications shall be effective: (a) if sent by overnight courier, on the Business Day after the
day sent, (b) if by U.S. mail, three (3) Business Days after being deposited in the mail, (c) if delivered personally, when delivered,
and (d) if sent by electronic mail, when the sender thereof shall have received electronic confirmation of the transmission thereof (provided
that should such day not be a Business Day, on the next Business Day), except any such notice, direction, demands or other communications
to the Administrative Agent shall only be effective upon actual receipt.


 






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Section 13.3 No Waiver;
Remedies. No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder
or under any Transaction Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude
any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive
of any remedies provided by law. For the avoidance of doubt, the execution by the Lenders and the Administrative Agent of this Loan Agreement
shall not operate as a waiver of any breach by the Borrower of any of its representations, warranties or obligations under the Amended
and Restated Loan Agreement or the other Transaction Documents. The Lenders and the Administrative Agent hereby agree (i) that no Change
in Control of the Borrower or the Parent occurred with respect to the series of transactions consummated by the Master Exchange Agreement
and the Purchase and Contribution Agreement and (ii) that to the extent the Borrower previously deposited any amounts received as capital
contributions from the Parent into the Collection Account and/or the Borrower Account, such deposits shall not constitute an Event of
Default hereunder (it being understood that the foregoing agreements shall not extend to any other event or circumstance).


 


Section 13.4 Binding
Effect; Assignability; Term. This Loan Agreement shall be binding upon and inure to the benefit of the Borrower, each Lender and the
Administrative Agent, and their respective successors and assigns, except that no party shall have the right to assign any of their respective
rights, or to delegate any of their respective duties and obligations, hereunder without the prior written consent of the other parties
except as set forth below. Any Lender may assign all or any portion of its Lender Note, Commitment and Advances hereunder pursuant to
an assignment and assumption agreement in substantially the form attached hereto as Exhibit C (each, an “Assignment and Assumption
Agreement”) or sell participation interests in its Advances and Obligations hereunder. This Loan Agreement shall create and
constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until
such time as the Commitments have terminated and all the principal of and interest on the Advances and all other Obligations are paid
in full; provided that rights and remedies of the Lenders and the Administrative Agent, as applicable, under Article XI and Section
3.1, Section 3.3 and Section 13.8 shall survive any termination of this Loan Agreement. Each Indemnified Bank Person
shall be an express third-party beneficiary of Section 5.2 of this Loan Agreement and shall be entitled to bring any action necessary
to enforce its rights thereunder.


 






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Section 13.5 GOVERNING
LAW; JURY TRIAL. (a) THIS LOAN AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, EXCLUDING CHOICE OF LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.


 


(b) EACH
OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED BY THIS LOAN AGREEMENT OR THE
OTHER TRANSACTION DOCUMENTS.


 


Section 13.6 Execution
in Counterparts. This Loan Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of this Loan Agreement by facsimile or transmitted electronically in either Tagged Image
File Format (“TIFF”) or Portable Document Format (“PDF”) shall be equally effective as delivery of a manually
executed counterpart hereof. Any party delivering an executed counterpart of this Loan Agreement by facsimile, TIFF or PDF shall also
deliver a manually executed counterpart hereof, but failure to do so shall not affect the validity, enforceability, or binding effect
of this Loan Agreement.


 


Section 13.7 Submission
to Jurisdiction. Each party hereto hereby submits to the exclusive mandatory jurisdiction of the courts of the State of New York and
of any Federal court located in the State of New York (or any appellate court from any thereof) in any action or proceeding arising out
of or relating to this Loan Agreement or the transactions contemplated hereby. Each party hereto hereby irrevocably waives any objection
that it may have to the laying of venue of any such proceeding and any claim that any such proceeding has been brought in an inconvenient
forum.


 


Section 13.8 Costs and
Expenses. In addition to its obligations under Section 3.3 and Article XI, the Borrower agrees to pay on demand:


 


(a) all
reasonable and actual costs and expenses incurred by the Administrative Agent and each Lender in connection with (i) the preparation,
execution, delivery, administration and enforcement of, or any actual or claimed breach of or any amendments, waivers or consents under
or with respect to, this Loan Agreement, the Lender Notes and the other Transaction Documents (whether or not such amendment, waiver or
consent becomes effective), including, without limitation, the reasonable fees and expenses of counsel to any of such Persons actually
incurred in connection therewith, (ii) the perfection of Administrative Agent’s security interest in the Collateral, (iii) the maintenance
of the Accounts, the Policy Account and the Borrower Account, and (iv) subject to Section 9.1(i), the audit of the books, records
and procedures of the Servicer or the Borrower by the Administrative Agent’s auditors (which may be employees of the Administrative
Agent), and


 






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(b) all
stamp and other Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of
this Loan Agreement, the Lender Notes or the other Transaction Documents, and agrees to indemnify each Indemnified Party against any liabilities
with respect to or resulting from any delay in paying or omission to pay such Taxes and fees.


 


Section 13.9 Severability
of Provisions. If any one or more provisions of this Loan Agreement shall for any reason be held invalid, then such provisions shall
be deemed severable from the remaining provisions of this Loan Agreement and shall in no way affect the validity or enforceability of
other provisions of this Loan Agreement.


 


Section 13.10 ENTIRE
AGREEMENT. THIS LOAN AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS EXECUTED AND DELIVERED HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


Section 13.11 Conflicts.
With respect to the matters set forth herein, in the event of any conflict between the provisions of this Loan Agreement and the provisions
of any collateral assignment related to a Pledged Policy, the provisions of this Loan Agreement shall govern and control.


 


Section 13.12 Confidentiality.
No party to this Loan Agreement that receives any Confidential Information (the “Receiving Party”) from any other party
(the “Disclosing Party”) under this Loan Agreement or any other Transaction Document shall disclose any Confidential
Information of the Disclosing Party to any Person without the consent of the Disclosing Party, other than (a) to the Servicer, the Securities
Intermediary, the Custodian and the Receiving Party’s Affiliates and its and their respective officers, directors, employees, trustees,
agents and advisors (collectively, its “Representatives”) and to actual or prospective assignees under Section 13.4,
and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process, including any requirements
to make disclosures thereof pursuant to applicable securities laws, (c) as requested or required by any state, Federal or foreign authority
or examiner (including the National Association of Insurance Commissioners or any similar organization or quasi-regulatory authority)
regulating the Receiving Party, the Servicer, the Securities Intermediary, the Custodian and/or their respective Affiliates, (d) to any
rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality
of any Confidential Information relating to the Disclosing Party received by it from the Receiving Party, (e) in connection with any litigation
or proceeding to which the Receiving Party, the Servicer, the Securities Intermediary, the Custodian and/or their respective Affiliates
may be a party, (f) in connection with the exercise of any right or remedy under this Loan Agreement or any other Transaction Document,
and any related or subsequent sale or other transaction involving any of the Collateral or other collateral or assets pledged pursuant
to any Transaction Document to secure the repayment of the Advances or (g) if any such Confidential Information becomes publicly available
so long as such availability is not caused by the Receiving Party or any of its Affiliates or any of their respective officers, directors,
employees, trustee, agents and advisors. Notwithstanding the foregoing, it is expressly agreed that following the Closing Date and the
date hereof, the Lenders may make or cause to be made a press release, public announcement or publicity statement (including placing a
“tombstone” advertisement) relating to this Loan Agreement; provided that the parties hereto will consult with each other
regarding the content and timing of any such press release, public announcement or publicity statement.


 






    GWG DLP Funding IV, LLC Third Amended and Restated Loan and Security Agreement
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Section 13.13 Limitation
on Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS LOAN AGREEMENT OR THE OTHER
TRANSACTION DOCUMENTS, THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY INDEMNIFIED PARTY SHALL NOT BE LIABLE TO ANY PARTY FOR ANY INDIRECT,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THEIR RESPECTIVE ACTIVITIES RELATED TO THIS LOAN AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS, THE TRANSACTIONS CONTEMPLATED THEREBY, THE LENDER NOTES, THE ADVANCES OR OTHERWISE IN CONNECTION WITH THE FOREGOING. WITHOUT
LIMITING THE FOREGOING, THE PARTIES AGREE THAT THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY INDEMNIFIED PARTY SHALL NOT BE SUBJECT TO
ANY EQUITABLE REMEDY OR RELIEF, INCLUDING SPECIFIC PERFORMANCE OR INJUNCTION ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT, THE OTHER
TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL LENDERS’
LIABILITY FOR FAILURE TO FUND ANY ADVANCE EXCEED THE AMOUNT OF SUCH ADVANCE AND ONE MILLION DOLLARS ($1,000,000) IN AGGREGATE FOR ALL
ADVANCES, AND IN FURTHER LIMITATION OF THE LENDERS’ LIABILITY ARISING OUT OF THIS LOAN AGREEMENT, IN NO EVENT SHALL LENDERS’
LIABILITY ARISING OUT OF THIS LOAN AGREEMENT FOR ANY REASON WHATSOEVER EXCEED ONE MILLION DOLLARS ($1,000,000) IN AGGREGATE FOR ALL SUCH
LIABILITIES.


 


Section 13.14 Relationship
of Parties. Notwithstanding that Advances made from time to time hereunder may be used to pay Ongoing Maintenance Costs, the relationship
of each Secured Party and the Borrower is solely one of lender and borrower and this Loan Agreement does not constitute a partnership,
tenancy-in-common, joint tenancy or joint venture between any of the Secured Parties and the Borrower, nor does this Loan Agreement create
an agency or fiduciary relationship between any of the Secured Parties and the Borrower. The Borrower is not the representative or agent
of any of the Secured Parties and no Secured Party is a representative or agent of the Borrower. The parties hereto intend that the relationship
among them shall be solely that of creditor and debtor. No Secured Party shall in any way be responsible or liable for the debts, losses,
obligations or duties of the Borrower.


 


Section 13.15 Amendment
and Restatement. This Loan Agreement is an amendment and restatement, and replacement of the Second Amended and Restated Loan Agreement,
the terms and conditions of which are superseded in their entirety ‎by the terms and conditions hereof. It is intended that the amendment
and restatement ‎contained herein shall not, in any manner, be construed or constitute payment of, or impair, limit, ‎cancel or
extinguish the obligations, liabilities or indebtedness evidenced by or arising under the Second Amended and Restated Loan Agreement,
in each case, as amended and restated and in effect on the date ‎hereof, or constitute a novation with respect thereto and the Liens
and security interests securing ‎such indebtedness and other obligations and liabilities, in each case, as amended and restated and
‎in effect on the date hereof, shall not in any manner be impaired, limited, terminated, waived or ‎released.


 






    GWG DLP Funding IV, LLC Third Amended and Restated Loan and Security Agreement
Page 80 of 81


    


    

 


Section 13.16. Specified
Third A&R Policies. Notwithstanding anything to the contrary in this Loan Agreement:


 


(a) from
time to time prior to the Conversion Date, the Administrative Agent in its sole and absolute discretion may, and at the direction of the
Required Lenders the Administrative Agent shall, direct the Borrower to transfer to the Parent such of the Third A&R Policies that
are specified in such direction (such Third A&R Policies may be referred to collectively as the “Specified Third A&R
Policies” and individually as a “Specified Third A&R Policy”);


 


(b) 
the Borrower shall, not later than five (5) Business Days after the Borrower’s receipt of such a direction, transfer the Specified
Third A&R Policies to the Parent (each such transfer may be referred to as a “Specified Transfer to Parent”);


 


(c) the
Administrative Agent shall cooperate with any reasonable request by the Borrower, at the expense of the Borrower, in connection with each
such transfer; and


 


(d) no
proceeds of any Advance, and no Collateral, shall be used to pay any Premium on any Specified Third A&R Policy.


 


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    GWG DLP Funding IV, LLC Third Amended and Restated Loan and Security Agreement
Page 81 of 81


    


    

 


IN WITNESS WHEREOF, the parties
have caused this Third Amended and Restated Loan and Security Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.


 


	 	GWG DLP FUNDING IV, LLC,
	 	as Borrower
	 	 
	 	By:	/s/ Murray T. Holland
	 	Name:	Murray T. Holland
	 	Title:	President
	 	 
	 	CLMG CORP., as Administrative Agent
	 	 
	 	By:	/s/ James Erwin
	 	Name:	James Erwin
	 	Title:	President
	 	 
	 	LNV CORPORATION, as Lender
	 	 
	 	By:	/s/ Jacob Cherner
	 	Name:	Jacob Cherner
	 	Title:	Executive Vice President
	 	 	 	 


 








    Signature Page
GWG DLP Funding IV, LLC Third Amended and Restated Loan and Security Agreement


    


    

 


ANNEX I


 


LIST OF DEFINED TERMS


 


“21st”
means ITM TwentyFirst, LLC and its Affiliates and their respective successors.


 


“Account Control
Agreement” means the Securities Intermediary Agreement, dated as of September 14, 2016, among the Borrower, the Administrative
Agent, the Securities Intermediary, the Custodian and the Servicer, specifying the rights of the parties in the Accounts, the Policy Account
and the Borrower Account, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Transaction
Documents.


 


“Accounts”
means the Collection Account, the Reserve Account and the Payment Account, collectively.


 


“Acknowledgement”
means, with respect to any Policy, a written acknowledgement from the related Issuing Insurance Company confirming that the records of
the Issuing Insurance Company name the Securities Intermediary as the owner and beneficiary of the applicable Policy.


 


“Additional Closing
Fee” means with respect to the first Advance on or following the Amended and Restated Closing Date, a fee in an amount equal
to (i) the amount of the Facility Limit and (ii) one percent (1.00%).


 


“Additional Policies”
means Policies to be acquired by the Borrower with some or all of the proceeds of an Additional Policy Advance and/or to be pledged to
the Administrative Agent for the benefit of the Lenders in connection with an Additional Policy Advance.


 


“Additional Policy
Advance” means an Advance other than the Initial Advance pursuant to which Additional Policies are pledged to the Administrative
Agent under the Loan Agreement, including, without limitation, the Advance that was made on the Amended and Restated Closing Date, the
Second A&R Advance and the Third A&R Advance.


 


“Additional Policy
Advance Amount” with respect to any Additional Policy Advance, means the amount specified in the related Additional Policy Advance
Acceptance.


 


“Additional Policy
Advance Acceptance” has the meaning set forth in Section 2.3(d) of the Loan Agreement.


 


“Administrative Agent”
means CLMG Corp., as Administrative Agent under the Loan Agreement.


 


“Administrative Agent’s
Account” has the meaning set forth in Section 4.3 of the Loan Agreement.


 


“Advance”
means the Initial Advance, an Additional Policy Advance, a Protective Advance or an Ongoing Maintenance Advance, as applicable, and collectively,
the “Advances”.


 






    


     


    

 


“Advance Date”
means any date on which an Advance is funded by the Lenders pursuant to the terms of the Loan Agreement, which may be the Closing Date,
the date of the funding of the Second Initial Advance, any Subsequent Advance Date, including, without limitation, the Amended and Restated
Closing Date, the Second A&R Closing Date or the Third A&R Closing Date, or the date the Lenders fund any Protective Advance in
their sole discretion.


 


“Adverse Claim”
means a Lien, security interest, pledge, charge or encumbrance, or similar right or claim of any Person, other than Liens in favor of
(i) the Administrative Agent pursuant to the Transaction Documents or (ii) in the case of a Retained Death Benefit Policy, an original
owner, insured or seller or any family member of any of the foregoing of a Pledged Policy or Subject Policy, but only to the extent of
the portion of the death benefit retained by or in favor of such Person.


 


“Affected Party”
means each Lender, any permitted assignee of any Lender, and any holder of a participation interest in the rights and obligations of any
Lender, the Administrative Agent and any Affiliate of any of the foregoing.


 


“Affiliate”
means, with respect to any Person, any other Person that (i) directly or indirectly controls, is controlled by or is under common control
with such Person or (ii) is an officer or director of such Person. A Person shall be deemed to be “controlled by” another
Person if such other Person possesses, directly or indirectly, power (a) to vote five percent (5%) or more of the securities (on a fully
diluted basis) having ordinary voting power for the election of directors or managing partners of such Person, or (b) to direct or cause
the direction of the management and policies of such Person whether by contract or otherwise. The word “Affiliated” has a
correlative meaning.


 


“Affiliated Entity”
means any Subsidiary of the Borrower and any of its or the Borrower’s Affiliates.


 


“Alternative Information
Notice” has the meaning set forth in Section 5.2(a) of the Loan Agreement.


 


“A.M. Best”
means A.M. Best Company, Inc. and any successor or successors thereto.


 


“Amended and Restated
Closing Date” means September 27, 2017.


 


“Amended and Restated
Loan Agreement” has the meaning set forth in the recitals to the Loan Agreement.


 


“Amendment Fee”
means with respect to the Second A&R Closing Date, a fee in an amount equal to the product of (i) the aggregate principal amount of
all of the Advances outstanding under the Loan Agreement on such date (before giving effect to the Second A&R Advance) and (ii) one-half
percent (0.50%).


 


“Annual Budget”
has the meaning specified in Section 9.1(d)(vi) of the Loan Agreement.


 






    I-2


     


    

 


“Anti-Money Laundering
Laws” has the meaning set forth in Section 8.1(v)(iii) of the Loan Agreement.


 


“Applicable Law”
means, as to any Person or any matter, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or
of any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority)
thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing, in
each case applicable to or binding upon such Person (or any of its property) or such matter, or to which such Person (or any of its property)
or such matter is subject, including, without limitation, any laws relating to assignments of contracts, life settlements, viatical settlements,
insurance, consumers and consumer protection, usury, truth-in-lending, fair credit reporting, equal credit opportunity, federal and state
securities or “blue sky” laws, the Federal Trade Commission Act and ERISA and in the case of Section 6.3 of the Loan
Agreement, FATCA.


 


“Applicable Margin”
means seven and one half percent (7.50%).


 


“Assignment and Assumption
Agreement” has the meaning set forth in Section 13.4 of the Loan Agreement.


 


“Available Amount”
means, with respect to any Distribution Date, the amount on deposit in the Collection Account.


 


“AVS” means
AVS Underwriting, LLC and its successors.


 


“Benchmark Rate”
means, for any date of determination, the greater of (a) the sum of (i) the Federal Funds Rate on such date plus (ii) one-half of one
percent (0.50%) and (b) one and one half of one percent (1.50%).


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.


 


“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.


 


“Blocked Person”
has the meaning set forth in Section 8.1(v)(i) of the Loan Agreement.


 


“Borrower”
has the meaning set forth in the recitals to the Loan Agreement.


 


“Borrower Account”
has the meaning set forth in Section 5.1(d) of the Loan Agreement.


 


“Borrower Failure
Procedures” has the meaning set forth in Section 5.2(a) of the Loan Agreement.


 


“Borrower Organizational
Documents” means the certificate of formation filed on May 18, 2016 with the office of the Delaware Secretary of State, and
the LLC Agreement, each as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Transaction
Documents.


 






    I-3


     


    

 


“Borrower Valuation”
has the meaning set forth in Section 7.5(b) of the Loan Agreement.


 


“Borrowing Base”
means, on any date of determination, the lesser of: (A) the sum of all of the following amounts that have been funded or are to be funded
through the succeeding Distribution Date, without duplication (i) the Initial Advance and all Additional Policy Advances ‎(other than,
prior to the Conversion Date, the Third A&R Advance)‎, plus (ii) one-hundred percent (100%) of the sum of the Ongoing Maintenance
Costs, plus (iii) one-hundred percent (100%) of any other Fees and Expense Deposits and other fees and expenses funded and to be funded
as approved by the Required Lenders in their sole discretion, less (iv) the aggregate of all amounts previously paid by the Borrower to
the Administrative Agent, for the account of the Lenders, in respect of principal on the Advances and any repayment of principal on the
Advances to be paid pursuant to the Priority of Payments on the immediately succeeding Distribution Date; (B) sixty percent (60%) of the
Lender Valuation of the Pledged Policies other than (1) prior to the occurrence of the Conversion Date, any Third A&R Policy, and
(2) at any time, without duplication, the Specified Third A&R Policies; (C) forty-five percent (45%) of the aggregate face amount
of the Pledged Policies (other than (1) the Excluded Policies, (2) prior to the occurrence of the Conversion Date, any Third A&R Policy,
and (3) at any time, without duplication, the Specified Third A&R Policies); and (D) the Facility Limit.


 


“Borrowing Base Certificate”
means a certificate in the form of Exhibit F to the Loan Agreement.


 


“Borrowing Request”
has the meaning set forth in Section 2.2(a) of the Loan Agreement.


 


‎“Business Day”
means any day on which commercial banks in any of New York, New ‎York, Wilmington, Delaware Salt Lake City, Utah, Dallas, Texas or
Minneapolis, Minnesota ‎, are ‎not authorized or are not required to be closed. Notwithstanding the immediately preceding ‎sentence,
with respect to any funding obligations of the Lenders under the Loan Agreement, ‎Business Day means any day on which the Federal
Reserve Bank of New York is open for ‎business.‎


 


“Calculation Date”
means the tenth (10th) day following March 31, June 30, September 30 or December 31 of each year, as applicable, beginning on September
30, 2016, or if such day is not a Business Day, the next succeeding Business Day, and any other days that may be designated as Calculation
Dates in accordance with Section 5.2(f) of the Loan Agreement.


 


“Calculation Date
Report” has the meaning set forth in Section 5.2(a) of the Loan Agreement.


 


“Cash Sweep”
has the meaning set forth in Section 5.2(b) of the Loan Agreement.


 






    I-4


     


    

 


“Change in Control”
means a change or series of changes resulting when (i) the Borrower or the Parent, as applicable, merges or consolidates with any other
Person or permits any other Person to become the successor to its business, and the Borrower or the Parent, as applicable, is not the
surviving entity after such merger, consolidation or succession, other than as expressly permitted by the Transaction Documents, (ii) the
Borrower or the Parent, as applicable, conveys, transfers or leases substantially all of its assets as an entirety to another Person,
other than as expressly permitted by the Transaction Documents or (iii) any Person shall become the owner, directly or indirectly, beneficially
or of record, of equity representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and
outstanding equity of the Borrower or the Parent.


 


“Change Forms”
means, with respect to any Policy, all documents required by the applicable Issuing Insurance Company to be executed by the Borrower (or
the Securities Intermediary, as owner thereof for the benefit of the Borrower or the Administrative Agent as secured party pursuant to
the Account Control Agreement) to effect change of ownership of and designation of a new owner and beneficiary under such Policy.


 


“Claims”
has the meaning set forth in the Account Control Agreement.


 


“Closing Date”
means September 14, 2016.


 


“Closing Fee”
means, with respect to the First Initial Advance, a fee in an amount equal to the product of (i) $172,300,000 and (ii) two percent (2.00%).


 


“Code”
means the Internal Revenue Code of 1986, as amended, or any successor statute.


 


“Collateral”
has the meaning set forth in Section 2.6(a) of the Loan Agreement.


 


“Collateral Audit”
has the meaning set forth in Section 9.1(i) in the Loan Agreement.


 


“Collateral Package”
means all files related to the Policies, including but not limited to, the Sale Documents and all Policy files related to the purchase
or acquisition of each Policy (which shall include the most recent Policy Illustrations, Life Expectancy estimates, the Physicians Competency
Statement and medical records available to the Borrower), all documents set forth on Exhibit M to the Account Control Agreement and any
other documents or data as requested by the Administrative Agent.


 


“Collection Account”
has the meaning set forth in Section 5.1(a) of the Loan Agreement.


 


“Collections”
means, collectively, all payments made by or on behalf of the Issuing Insurance Companies or any other Person in respect of the Policies,
including without limitation, all Liquidation Proceeds, all proceeds of Policy Loans or withdrawals of cash surrender value and any proceeds
of any other Collateral (including any proceeds of a sale pursuant to Section 2.7 of the Loan Agreement, which proceeds (other than
as otherwise set forth in the last paragraph thereof) shall be deposited in the Administrative Agent’s Account pursuant to Section
4.1(b) of the Loan Agreement), whether in the form of cash, checks, wire transfers, electronic transfers or any other form of cash payment.


 






    I-5


     


    

 


“Commitment”
means, with respect to any Lender, the maximum amount that may be advanced by such Lender under the Loan Agreement as specified in Schedule 2.1(a)
to the Loan Agreement as the same is amended pursuant to any Assignment and Assumption Agreement.


 


“Commitment Termination
Date” means the earliest to occur of: (i) the Scheduled Commitment Termination Date, and (ii) the effective date on which the
Lenders’ Commitment is terminated following the occurrence of an Event of Default not cured within any applicable cure period, as
described in Section 10.2 of the Loan Agreement.


 


“Confidential Information”
means the terms and conditions of the Loan Agreement and the other Transaction Documents and the transactions contemplated hereby and
thereby, including (i) any term sheets, loan applications or other documents related to the Loan Agreement or the Transaction Documents
and (ii) any copies of such documents or any portions thereof.


 


“Conversion Date”
means the earliest to occur of (a) an Event of Default, (b) an Unmatured Event of Default, and (c) December 1, 2021.


 


“Corporate Services
Provider” means Lord Securities Corporation.


 


“Covered Taxes”
means Taxes, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority or other taxing authority
excluding, in the case of the Administrative Agent and each Lender, net income taxes imposed on the Administrative Agent or such Lender
by the jurisdiction under the laws of which the Administrative Agent or such Lender is organized or any political subdivision or taxing
authority thereof or therein.


 


“Cure Notice”
means a written notice from the Required Lenders to the Borrower indicating that the Required Lenders are granting the Borrower a cure
period not exceeding ninety (90) days in order to cure an occurrence that would otherwise constitute an Event of Default.


 


“Custodial Package”
means with respect to a Policy, collectively, the documents set forth on Exhibit M to the Account Control Agreement.


 


“Custodian”
means Wells Fargo, together with its successors and assigns, solely in its capacity as Custodian under the Account Control Agreement.


 


“Debt Service”
means, for any period, the sum of (i) the Required Amortization and (ii) the interest accrued and that will accrue on the Advances during
such period.


 


“Default Rate”
means, in the event that an Event of Default has occurred and is continuing, the interest rate per annum at which each Loan shall bear
interest, equal to the Benchmark Rate plus nine and one half percent (9.50%).


 






    I-6


     


    

 


“Deficiency Claim
Amount” has the meaning set forth in Section 5.1(b) of the Loan Agreement.


 


“Disclosing Party”
has the meaning set forth in Section 13.12 of the Loan Agreement.


 


“Distribution Date”
means the fifth day after each Calculation Date, beginning in October 2016, or if such day is not a Business Day, the next succeeding
Business Day.


 


‎“Division”
means the division of a limited liability company into two (2) or more limited ‎liability companies pursuant to a “plan of division”
or similar method within the meaning of the ‎Delaware Limited Liability Company Act or similar statute in any other state.‎


 


“Dollar”
and the sign “$” means lawful money of the United States of America.


 


“Eligibility Criteria”
with respect to any Policy, means the following criteria, which are to be satisfied as of the Advance Date as of which such Policy becomes
a Pledged Policy:


 


(a) The
Securities Intermediary is designated as the “owner” and “beneficiary” under the Policy by the Issuing Insurance
Company.


 


(b) The
Policy is (i) a single life or survivorship policy, (ii) a fixed or variable universal life, whole life, or convertible term (provided
such Policy is converted to a “permanent” life insurance policy prior to becoming a Pledged Policy), (iii) denominated and
payable in U.S. Dollars and (iv) issued by a U.S. domiciled insurance company.


 


(c) Each
Insured is a United States citizen or permanent resident alien currently residing in the United States as of the date the Policy was acquired
by the Borrower, and has documented social security information and photographic identification.


 


(d) Each
Insured shall be an individual seventy (70) years old or older.


 


(e) The
Policy shall be in full force.


 


(f) The
Issuing Insurance Company shall have (i) a financial strength rating of “A-” or better from A.M. Best or (ii) a financial
strength rating of less than “A-” from A.M. Best that is approved by the Required Lenders in their sole and absolute discretion.


 


(g) Medical
underwriting as to Life Expectancy shall be conducted with respect to each Insured under the Policy by at least two Pre-Approved Medical
Underwriters; in addition:


 


(i) an
average Life Expectancy for each Insured under the Policy shall be calculated, which shall equal the average (arithmetic mean) of the
two (2) Life Expectancies provided by the Pre-Approved Medical Underwriters with respect to such Insured;


 






    I-7


     


    

 


(ii) (x)
LE Reports must not be dated more than six (6) months prior to the related Advance Date and (y) must be based on medical records obtained
from the Insured that are not older than twelve (12) months as of the related Advance Date; and


 


(iii) for
each Insured, the results reported in the two LE Reports used to calculate the average Life Expectancy in (g)(i) above must not differ
by more than thirty percent (30%) of the longer Life Expectancy or twelve (12) months, whichever is greater.


 


(h) Each
Insured under the Policy must have an average Life Expectancy (determined in accordance with clause (g)(i) above) of no more than one-hundred
eighty (180) months.


 


(i) The
Policy covering the life of an individual Insured shall not have a face amount of less than $70,000 or greater than $10.0 million, except
as otherwise approved in writing by the Required Lenders.


 


(j) The
Policy is beyond all relevant policy or statutory contestability and suicide periods, including from the date of any conversion of such
Policy, if applicable.


 


(k) There
must not be any outstanding Policy Loans or Liens outstanding in respect of the Policy, except for outstanding internal Policy Loans for
the payment of premiums on the Policy, if any, or, if such Policy is a Retained Death Benefit Policy, any Liens identified in clause (ii)
of the definition of “Adverse Claim,” and, in each case, that will be fully reflected in the pricing analysis and calculation,
nor any other pledge or assignment outstanding on the Policy.


 


(l) The
life expectancy reflected in the LE Report used to determine the Lender Valuation with respect to the related Advance is not less than
twenty-four (24) months from the date of such Advance.


 


(m) The
Policy and the legal and beneficial interests in the death benefit (taking into account the portion of the death benefit payable to a
Person other than the Securities Intermediary who is designated as the “beneficiary” under a Retained Death Benefit Policy
and previously disclosed in writing to, and approved in writing by, the Administrative Agent) shall be capable of being sold, transferred
and conveyed to the Borrower and its successors, assigns and designees, and the seller thereof to the Borrower shall have the right to
do so, and, all related settlement contract documents and any tracking/servicing/custodial rights shall be fully assignable and transferable
to the Borrower and its successors, assigns and designees or as otherwise directed by the Borrower.


 


(n) Each
Insured’s primary diagnosis leading to the Life Expectancy evaluation(s) must not be HIV or AIDS.


 






    I-8


     


    

 


(o) The
Policy shall not be purchased from a seller to which applicable state laws prohibiting the purchase or the transfer of ownership from
such seller apply at the time of such purchase or transfer of ownership.


 


(p) The
original owner/beneficiary under the Policy shall have had an insurable interest at the time of the initial issuance of the Policy.


 


(q) The
Policy shall not have a death benefit that, by the terms of the Policy, will decrease over time or from time to time, unless such decrease
is scheduled and can be incorporated and fully reflected in the pricing of the Policy, and where the Policy shall contain no provisions
limiting the future realization of the net death benefit, other than non-payment of premiums or the Insured reaching a certain age.


 


(r) The
sale of the Policy from the Original Owner thereof and all subsequent transfers of the Policy complied with all Applicable Law.


 


(s) The
transfer of the Policy is not subject to the payment of United States state sales taxes or any other taxes payable by the Borrower.


 


(t) The
Lender Valuation in respect of such Policy does not exceed twelve and a half percent (12.5%) of the value of the Collateral as determined
by the Required Lenders in their sole and absolute discretion.


 


(u) The
face amount of the Policy does not exceed five percent (5%) of the aggregate face amount of all Eligible Policies included in the Collateral.


 


(v) The
Policy was approved at the time of such Advance Date by the Required Lenders.


 


(w) The
Rescission Period with respect to such Policy shall have expired.


 


(x) The
Policy is not subject to any Applicable Law that makes unlawful the sale, transfer or assignment of such Policy.


 


(y) The
documents and agreements contained in the related Collateral Package and listed on Exhibit M to the Account Control Agreement do not contain
language purporting to limit their assignability, and none of the Borrower, the Parent or any Affiliate of any of them is a party to any
agreement that limits their assignability, and all such documents are fully assignable and transferable to the Borrower and its successors,
assigns and designees or as otherwise directed by the Borrower.


 


(z) With
respect to such Policy, the Borrower is not aware of any agreements, documents, assignments or instruments related to such Policy except
for those agreements, documents, assignments and instruments that constitute and were included in the related Collateral Package that
was delivered to the Administrative Agent.


 






    I-9


     


    

 


(aa) The related
Collateral Package delivered to the Administrative Agent by or on behalf of the Borrower contain, at the very least, the documents set
forth in Exhibit M to the Account Control Agreement.


 


(bb) Unless such
Policy is a Retained Death Benefit Policy that has been previously disclosed in writing to and approved in writing by the Administrative
Agent, such Policy is not a retained death benefit policy or similar policy in which any Person other than the Borrower has any direct
or indirect interest of any kind in the death benefit payable under such Policy.


 


(cc) With respect
to such Policy, no collateral assignments are on file with the related Issuing Insurance Company (other than the collateral assignment
that has been or will be filed naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee).


 


Notwithstanding any of the foregoing,
if such Policy is a Small Face Policy, the Life Expectancy with respect to each Insured under such Policy may be based on estimates as
determined by the Required Lenders in their sole and absolute discretion.


 


“Eligible Account”
means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department
of a depository institution organized under the laws of the United States or any of the states thereof, including the District of Columbia
(or any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such account, so long as the senior securities
of such depository institution shall have a credit rating from each of Moody’s and S&P in one of its generic credit rating categories
no lower than “A-” or “A3”, as the case may be.


 


“Eligible Institution”
means a depositary institution organized under the laws of the United States of America or any one of the states thereof or the District
of Columbia (or any domestic branch of a foreign bank), (a) which has both (x) a long-term unsecured senior debt rating of not less than
“A” by S&P and “A2” by Moody’s, and (y) a short-term unsecured senior debt rating rated in the highest
rating category by S&P and Moody’s and (b) whose deposits are insured by the Federal Deposit Insurance Corporation.


 


“Eligible Policy”
means a Policy that, as of the Advance Date as of which such Policy first becomes a Pledged Policy, satisfies all of the Eligibility Criteria
(unless with respect to any particular criteria set forth in the Eligibility Criteria, such Policy is identified in the applicable section
of the Eligibility Criteria Exception Schedule attached to the Agreement as not satisfying such particular criteria).


 


“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001 et seq., as amended from time to time and
the regulations promulgated thereunder.


 






    I-10


     


    

 


“Event of Bankruptcy”
shall be deemed to have occurred with respect to a Person if either:


 


(a) a
case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, examinership or composition or readjustment of debts of such Person, the appointment
of a trustee, receiver, custodian, liquidator, examiner, assignee, sequestrator or the like for such Person or all or substantially all
of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding
up, examinership or composition or adjustment of debts and such case or proceeding shall remain undismissed or unstayed for a period of
sixty (60) days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy
laws or other similar laws now or hereafter in effect; or


 


(b) such
Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement,
dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its
property, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay
its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of
the foregoing.


 


“Event of Default”
has the meaning set forth in Section 10.1 of the Loan Agreement.


 


“Excluded Policy”
means (i) any Policy pledged under the Loan Agreement for which no written acknowledgement of a collateral assignment was received by
the Administrative Agent or the Securities Intermediary from the related Issuing Insurance Company within ninety (90) calendar days of
the Advance Date as of which such Policy became a Pledged Policy (or if such Policy was pledged in connection with the Second A&R
Advance or Third A&R Advance, within forty-five (45) days after the date on which the Insurance Consultant delivered such collateral
assignment to the applicable Issuing Insurance Company), (ii) any Policy pledged under the Loan Agreement in respect of which the Insurance
Consultant is not authorized to, or is not accepted by the related Issuing Insurance Company to, communicate and receive verifications
of coverage and obtain other information from such Issuing Insurance Company, (iii) any Irrevocable Retained Death Benefit Policy pledged
under the Loan Agreement (other than with respect to the Third A&R Advance) in respect of which the Borrower has failed to deliver,
or has failed to cause to be delivered, to the Insurance Consultant within sixty (60) days after the Second A&R Closing Date, a fully
completed collateral assignment executed by the Securities Intermediary in respect of such Irrevocable Retained Death Benefit Policy,
naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, for filing with the related Issuing Insurance Company,
and (iv) any Irrevocable Retained Death Benefit Policy pledged under the Loan Agreement with respect to the Third A&R Advance, in
respect of which the Borrower has failed to deliver, or has failed to cause to be delivered, to the Insurance Consultant within sixty
(60) days after the Third A&R Closing Date, a fully completed collateral assignment executed by the Securities Intermediary in respect
of such Irrevocable Retained Death Benefit Policy, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee,
for filing with the related Issuing Insurance Company. With respect to any Policy described in clause (i) of the immediately preceding
sentence, if such written acknowledgement of a collateral assignment is received by the Administrative Agent or the Securities Intermediary
after such date, such Policy shall cease to be an Excluded Policy on the date of such receipt. With respect to any Policy described in
clause (ii) of the first sentence of this definition, if the Insurance Consultant becomes authorized to, or becomes accepted by the related
Issuing Insurance Company to, communicate and receive verifications of coverage and obtain other information from such Issuing Insurance
Company, such Policy shall cease to be an Excluded Policy on the date of such authorization or acceptance. With respect to any Irrevocable
Retained Death Benefit Policy described in clause (iii) or (iv) of the first sentence of this definition, if the Borrower delivers, or
causes to be delivered, to the Insurance Consultant a fully completed collateral assignment executed by the Securities Intermediary in
respect of such Irrevocable Retained Death Benefit Policy, naming the Administrative Agent, on behalf of the Lenders, as the collateral
assignee, for filing with the related Issuing Insurance Company, such Irrevocable Retained Death Benefit Policy shall cease to be an Excluded
Policy on the date of such delivery.


 






    I-11


     


    

 


“Expense Deposit”
means, with respect to any Additional Policies proposed to be pledged under the Loan Agreement in connection with the making of an Additional
Policy Advance, an amount required to reimburse the Administrative Agent and the Lenders for third-party out-of-pocket expenses incurred
in connection with the review and evaluation of such Additional Policies, as determined by the Administrative Agent in its reasonable
discretion.


 


“Expenses”
means the sum of (i) the Servicing Fee, (ii) payments to the Custodian or Securities Intermediary, as applicable, related to the Pledged
Policies or accounts of the Borrower and (iii) reasonable administrative expenses and documented third-party expenses payable pursuant
to clause “Fourth” in Section 5.2(b) of the Loan Agreement. The schedules of such Expenses through the Closing Date were approved
by the Required Lenders as of the Closing Date. The Expenses to be funded during any succeeding calendar year shall be approved by the
Required Lenders in their sole and absolute discretion upon review of the Annual Budget for such succeeding calendar year as contemplated
by Section 9.1(d)(vi) of the Loan Agreement (it being understood that no Expenses will be funded on or after the Second A&R Closing
Date).


 


“Facility Limit”
means $300,000,000.


 


“Fasano”
means Fasano Associates, Inc. and its successors.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of the Loan Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and
any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“Fee Letter”
means that certain schedule of fees setting forth the fees of the Securities Intermediary and the Custodian, dated August 1, 2016 and
executed by the Borrower in favor of Wells Fargo on August 3, 2016.


 


“Fees”
means, collectively, the fees due and payable pursuant to the Fee Letter, the Closing Fee, the Additional Closing Fee, the Structuring
Fee, the Amendment Fee, the Third A&R Structuring Fee, the Loan Administration Fee and the Yield Maintenance Fee.


 






    I-12


     


    

 


‎“Federal Funds
Rate” means for any day of determination, the rate per annum ‎‎(expressed, as a decimal, rounded upwards, if necessary,
to the next higher one hundredth of ‎one percent (1/100 of 1%)) equal to the weighted average of the rates on overnight federal funds
‎transactions by depositary institutions, as such rate is displayed on the FEDL01 Index Page of ‎Bloomberg L.P. (or such other
commercially available source providing such quotations as may ‎be designated by the Administrative Agent from time to time in its
reasonable discretion) at ‎approximately 11:00 a.m. New York City time on such day; provided that (i) if such day is not a ‎Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions on the ‎next preceding Business Day as so published
on the next succeeding Business Day, (ii) if no ‎such rate is so published for any day that is a Business Day, the Federal Funds Rate
for such day ‎shall be the average of the quotations for such day for such transactions received by the ‎Administrative Agent
from three federal funds brokers of recognized standing selected by it. ‎


 


“First Initial Advance”
has the meaning set forth in Section 2.1(a) of the Loan Agreement.


 


“First Initial Advance
Acceptance” has the meaning set forth in Section 2.3(a) of the Loan Agreement.


 


“FTP Site”
means the File Transfer Protocol Site maintained by or on behalf of the Administrative Agent.


 


“GAAP”
means United States generally accepted accounting principles.


 


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


 


“GWG Holdings Indenture”
means the Indenture, dated as of October 19, 2011, among the Parent, GWG Holdings, Inc. and Bank of Utah, as trustee, as amended, supplemented,
amended and restated, or otherwise modified from time to time in accordance with the Loan Agreement.


 


“GWG Note Issuance
and Security Agreement” means the Third Amended and Restated Note Issuance and Security Agreement, dated as of October 19, 2011,
among the Parent, the noteholders party thereto, Lord Securities Corporation, as trustee, and GWG Lifenotes Trust, as secured party, as
amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the Loan Agreement.


 






    I-13


     


    

 


“Indemnified Amounts”
has the meaning set forth in Section 11.1 of the Loan Agreement.


 


“Indemnified Bank
Person” has the meaning set forth in the Account Control Agreement.


 


“Indemnified Party”
has the meaning set forth in Section 11.1 of the Loan Agreement.


 


“Independent Director”
has the meaning set forth in Section 9.1(f)(ii) of the Loan Agreement.


 


“Initial Advance”
has the meaning set forth in Section 2.1(a) of the Loan Agreement.


 


“Initial Lender”
means LNV Corporation, a Nevada corporation.


 


“Initial Policy Purchaser”
means, with respect to any Policy, any Person who purchased the Policy from the Original Owner.


 


“Insurance Consultant”
means D3G Asset Management, LLC, a Texas limited liability company.


 


“Insured”
means a natural person who is named as the insured on a Policy.


 


“Interest Payment
Date” with respect to any Advance, means the first Distribution Date occurring after the initial funding of such Advance, and
each subsequent Distribution Date occurring thereafter.


 


“Interest Period”
means with respect to any Advance:


 


(a) the
period commencing on the date of the initial funding of such Advance and ending on, but not including, the last business day of the calendar
quarter in which such initial funding occurs; and


 


(b) thereafter,
each subsequent calendar quarter;


 


provided,
however, that if any Interest Period for any Advance that commences before the Maturity Date for such Advance that would otherwise
end on a date occurring after the Maturity Date, such Interest Period shall end on and include the Maturity Date.


 


“Investment”
means any investment in any Person, whether by means of share purchase, capital contribution, loan, time deposit or otherwise.


 


“Irrevocable Retained
Death Benefit Policy” has the meaning set forth in Section 9.1(aa) of the Loan Agreement.


 






    I-14


     


    

 


“Issuing Insurance
Company” means with respect to any Policy, the insurance company that is obligated to pay the related benefit upon the death
of the related Insured (or if such Policy is a Joint Policy, upon the death of the last Insured to die under such Policy) by the terms
of such Policy (or the successor to such obligation).


 


“Joint Policy”
means a Policy with more than one Insured that pays upon the death of the last Insured to die. Unless the context otherwise requires,
joint Insureds of a Joint Policy shall collectively count, as applicable, as a “separate individual,” as a “single insured”
or as an “insured person”.


 


“Lender”
means each of the financial institutions party to the Loan Agreement as lender thereunder.


 


“Lender’s Commitment”
means, with respect to a Lender, the Commitment for such Lender as set forth on Schedule 2.1(a) of the Loan Agreement or in
the Assignment and Assumption Agreement pursuant to which such Lender becomes a party to the Loan Agreement.


 


“Lender Note”
and “Lender Notes” each has the meaning set forth in Section 2.5 of the Loan Agreement.


 


“Lender Valuation”
means, with respect to an Advance, the value of the Subject Policies as determined by the Required Lenders in their sole and absolute
discretion, and with respect to the Collateral, the value of the Pledged Policies (other than the Excluded Policies and the Specified
Third A&R Policies) as determined by the Required Lenders in their sole and absolute discretion and giving pro-forma effect to pending
sales of one or more Pledged Policies pursuant to Section 2.7 of the Loan Agreement. The Borrower and Required Lenders hereby acknowledge
that the methodology and metrics utilized by the Required Lenders in determining the Lender Valuation may be different than the methodology
and metrics utilized by the Borrower and its Affiliates in determining the value of the Pledged Policies in connection with preparing
the financial statements of the Borrower and its Affiliates and that such methodology and metrics utilized by the Required Lenders may
change over time.


 


“Lien”
means any mortgage, pledge, assignment, lien, security interest or other charge or encumbrance of any kind, including the retained security
title of a conditional vendor or a lessor.


 


“Life Expectancy”
means with respect to an Insured, the life expectancy, expressed in months, of such Insured as stated in the related LE Report; provided,
that if an LE Report provides the life expectancy under multiple methodologies, the “Life Expectancy” of the Insured shall
be the life expectancy designated as the median (or 50th percentile) life expectancy in such LE Report.


 


“Life Expectancy
Report” or “LE Report” means, with respect to an Insured, an assessment by a Pre-Approved Medical Underwriter
in a written statement as reviewed and approved by the Administrative Agent in its reasonable discretion and dated within one-hundred
eighty (180) days prior to the Advance Date on which the Policy related to such Insured became or is proposed to become a Pledged Policy,
with respect to the life expectancy of such Insured.


 






    I-15


     


    

 


“Liquidated Policy”
means any Pledged Policy that has been liquidated by the death of the related Insured.


 


“Liquidation Proceeds”
means any and all proceeds realized from Liquidated Policies.


 


“LLC Agreement”
means the limited liability company agreement of the Borrower, dated effective as of May 18, 2016, by and between the Parent, as member,
and Albert Fioravanti, as independent director, as amended, supplemented, amended and restated, or otherwise modified from time to time
in accordance with the Loan Agreement.


 


“Loan Administration
Fee” means, so long as any Advance is outstanding, (i) if no Event of Default or Unmatured Event of Default has occurred and
is continuing, $50,000 per annum or (ii) if an Event of Default or Unmatured Event of Default has occurred and is continuing, $75,000
per annum, which amount shall be pro-rated for the period the Event of Default or Unmatured Event of Default continues.


 


“Loan Agreement”
means the Third Amended and Restated Loan and Security Agreement, dated as of the Third A&R Closing Date, among the Borrower, the
Lenders party thereto and the Administrative Agent, as may be amended, restated, supplemented or otherwise modified from time to time.


 


“LTV” means,
on any date of determination, the fraction, expressed as a percentage, the numerator of which is the aggregate outstanding principal balance
of all outstanding Advances, and the denominator of which is the Lender Valuation of the Pledged Policies (other than (1) the Excluded
Policies, (2) prior to the occurrence of the Conversion Date, any Third A&R Policy, and (3) at any time, without duplication, any
Specified Third A&R Policy), as determined by the Required Lenders in their sole and absolute discretion.


 


“Master Exchange
Agreement” means that certain Master Exchange Agreement dated as of January 12, 2018 by and among GWG Holdings Inc., GWG Life,
LLC, GWG Life, LLC, The Beneficient Company Group, L.P., MHT Financial SPV, LLC and each Seller Exchange Trust listed in Schedule I thereto,
as amended and restated on January 18, 2018 with effect from January 12, 2018, and as further amended by the First Amendment dated April
30, 2018, the Second Amendment dated June 29, 2018 and the Third Amendment dated August 10, 2018.


 


“Material Adverse
Effect” means, with respect to any event or circumstance, a material adverse effect on:


 


(a) any
of the Collateral or the business, assets, financial condition or operations of the Borrower or the Parent;


 


(b) the
ability of the Borrower or the Parent to perform its respective obligations under any Transaction Document to which such Person is a party;


 






    I-16


     


    

 


(c) the
validity or enforceability against the Borrower or the Parent of any Transaction Document to which such Person is a party;


 


(d) the
status, existence, perfection or priority of the Administrative Agent’s (for the benefit of the Secured Parties) security interest
in any of the Collateral;


 


(e) the
Lender Valuation, the Net Death Benefit or the number of Pledged Policies, including without limitation, the validity, enforceability
or collectability of Pledged Policies; or


 


(f) any
of the rights or interests of the Administrative Agent or any of the Lenders under the Loan Agreement or under any other Transaction Document.


 


“Maturity Date”
means September 27, 2029.


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


“Net Death Benefit”
means, with respect to a Policy, the amount projected to be paid by the Issuing Insurance Company to the Borrower or the Securities Intermediary
on its behalf as a result of the death of the related Insured.


 


“Net Proceeds”
means, with respect to a sale pursuant to Section 2.7 of the Loan Agreement, all proceeds of such sale net of the lesser of (x) the
reasonable third-party out-of-pocket expenses incurred by the Borrower which have been approved by the Administrative Agent in its sole
and absolute discretion and (y) the greater of (i) $20,000 and (ii) one percent (1.00%) of the face amount of the Pledged Policies related
to such sale.


 


“Obligations”
means all obligations (monetary or otherwise) of the Borrower to the Lenders or the Administrative Agent and their respective successors,
permitted transferees and assigns arising under or in connection with the Loan Agreement, the Lender Notes and each other Transaction
Document, in each case however created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing,
or due or to become due.


 


“OFAC”
has the meaning set forth in Section 8.1(v)(i) of the Loan Agreement.


 


“OFAC Listed Person”
has the meaning set forth in Section 8.1(v)(i) of the Loan Agreement.


 


“OFAC Sanctions Program”
means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be
found at http://www.ustreas.gov/offices/enforcement/ofac/programs/.


 


“Ongoing Maintenance
Advance” means an Advance made after the date of the making of the First Initial Advance, the proceeds of which are used solely
to pay amounts permitted pursuant to Section 2.8(a)(ii) of the Loan Agreement.


 






    I-17


     


    

 


“Ongoing Maintenance
Costs” means (i) the scheduled Premiums on the Pledged Policies (other than Excluded Policies and, prior to the Conversion Date,
the Third A&R Policies, and, at any time, without duplication, any Specified Third A&R Policy) as set forth on the related Premium
Payment Schedule and set forth in the related Annual Budget which has been approved by the Required Lenders pursuant to Section 9.1(d)(vi)
of the Loan Agreement, as adjusted by the Administrative Agent to reflect any maturities or sales of Pledged Policies and any Advances
and (ii) prior to the Second A&R Closing Date, the Expenses of the Borrower.


 


“Operational Plan”
means a cash flow-projection for the Pledged Policies which constitute the Collateral (including any Additional Policies), through the
date on which no further Premiums will be required to keep the Pledged Policies in full force and effect, assuming that none of such Policies
shall mature in such period, reasonably acceptable to the Administrative Agent and the Insurance Consultant.


 


“Original Loan Agreement”
has the meaning set forth in the recitals to the Loan Agreement.


 


“Original Owner”
means, with respect to a Policy, the Person to which the Policy was initially issued and who was listed as owner on the initial declarations
page of such Policy or the policy application, as applicable.


 


“Parent”
means GWG Life, LLC, a Delaware limited liability company.


 


“Parent Obligations”
means, collectively, the Parent’s obligations under the Purchase Agreement, including, without limitation, the obligation of the
Parent to repurchase Pledged Policies in accordance with the terms thereof, including, without limitation, obtaining the Administrative
Agent’s direction with respect to any such repurchase.


 


“Payment Account”
has the meaning set forth in Section 5.1(e) of the Loan Agreement.


 


“Payment Instructions”
has the meaning set forth in Section 5.2(a) of the Loan Agreement.


 


“Payoff Notice”
has the meaning set forth in Section 7.5(b) of the Loan Agreement.


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.


 


“Permissible Sale”
has the meaning set forth in Section 2.7 of the Loan Agreement.


 


“Permissible Prepayment
Sale” has the meaning set forth in Section 9.2(j) of the Loan Agreement.


 






    I-18


     


    

 


“Permitted Investment”
means, at any time:


 


(a) marketable
obligations issued by or the full and timely payment of which is directly and fully guaranteed or insured by the United States government
or any other government with an equivalent rating, or any agency or instrumentality thereof when such marketable obligations are backed
by the full faith and credit of the United States government or such other equivalently rated government, as the case may be, but excluding
any securities which are derivatives of such obligations;


 


(b) demand
deposits, time deposits, bankers’ acceptances and certificates of deposit of any domestic commercial bank or any United States branch
or agency of a foreign commercial bank which (i) has capital, surplus and undivided profits in excess of $100,000,000 and which has a
commercial paper or certificate of deposit rating in the highest rating category by Moody’s and in one of the two highest rating
categories by S&P or (ii) is set forth in a list (which may be updated from time to time) approved in writing by the Administrative
Agent on behalf of the Required Lenders; and


 


(c) the
Securities Intermediary Funds (as defined in the Account Control Agreement) and any other investment approved in writing by the Administrative
Agent on behalf of the Required Lenders in its sole and absolute discretion.


 


“Person”
means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated
association, joint venture, government or any agency or political subdivision thereof or any other entity.


 


“Physician’s
Competency Statement” means, with respect to an Insured, a letter issued by such Insured’s attending physician confirming
that such Insured is mentally competent as of the date of such letter.


 


“Pledged Policy”
means each Policy pledged to secure Advances under the Loan Agreement.


 


“Policy”
means any life insurance policy.


 


“Policy Account”
has the meaning set forth in the Account Control Agreement.


 


“Policy Illustration”
means, with respect to any Policy, a level premium, policy values and Net Death Benefit projection produced by the Issuing Insurance Company
or an agent of the Issuing Insurance Company, using the Issuing Insurance Company’s current/non-guaranteed values (with a non-guaranteed
interest crediting rate not to exceed two-hundred (200) basis points over the guaranteed rate) sufficient to carry such Policy to its
Policy Maturity Date, which Policy Illustration is not dated more than one-hundred eighty (180) days prior to the applicable Advance Date.


 


“Policy Loan”
means with respect to a Policy, an outstanding loan secured thereby or that has setoff rights with respect thereto.


 






    I-19


     


    

 


“Policy Maturity
Date” means, with respect to a Policy, the date specified in the Policy, including any extensions thereto available and exercised
under the terms of the Policy, on which coverage offered under the Policy terminates.


 


“Pre-Approved Medical
Underwriters” means any two (2) of Fasano, AVS or 21st.


 


“Premium”
means, with respect to any Pledged Policy, as indicated by the context, any past due premium with respect thereto, or any scheduled premium.


 


“Premium Payment
Schedule” has the meaning set forth in the Servicing Agreement.


 


“Prepayment Event”
means the date (on or before November 30, 2021) on which the Borrower shall have irrevocably paid the Third A&R Advance Obligations
in full and in cash.


 


“Prepayment Premium”
means an amount due and payable immediately upon the date on which the Prepayment Event occurs, equal to (i) the Third A&R Advance
Amount multiplied by (ii) the applicable percentage set forth below: ‎


 


	Prepayment Event Date	 	Applicable

 Percentage	 
	Third A&R Closing Date through and including August 31th, 2021	 	 	10	%
	September 1, 2021  through and including September 30, 2021	 	 	15	%
	October 1, 2021 through and including October 31, 2021	 	 	20	%
	November 1, 2021 through and including November 30, 2021	 	 	25	%



 


minus, in each case: (a) the
Third A&R Structuring Fee actually paid by Borrower, minus (b) the accrued interest on ‎the Third A&R Advance paid by Borrower
prior to the Prepayment Event, minus (c) the accrued but ‎unpaid interest on the Third A&R Advance prior to the Prepayment Event.
‎


 


“Priority of Payments”
means the priority of payments set forth in Section 5.2 of the Loan Agreement.


 


“Proposed Additional
Policy Advance” has the meaning set forth in Section 2.3(d) of the Loan Agreement.


 


“Proposed Additional
Policy Advance Notice” has the meaning set forth in Section 2.3(d) of the Loan Agreement.


 


“Proposed First Initial
Advance” has the meaning set forth in Section 2.3(a) of the Loan Agreement.


 






    I-20


     


    

 


“Proposed First Initial
Advance Notice” has the meaning set forth in Section 2.3(a) of the Loan Agreement.


 


“Protective Advances”
has the meaning set forth in Section 2.1(d) of the Loan Agreement.


 


“Purchase Agreement”
means the Portfolio Purchase and Sale Agreement, dated as of September 14, 2016, by and between the Parent and the Borrower, as the same
may be amended, supplemented or otherwise modified from time to time in accordance with the Transaction Documents.


 


“Purchase and Contribution
Agreement” means that certain Purchase and Contribution Agreement dated as of April 15, 2019 by and among The Beneficient Company
Group, L.P., Beneficient Company Holdings, L.P., AltiVerse Capital Markets, L.L.C., Sabes AV Holdings, LLC, Jon R. Sabes, Steven F. Sabes,
Insurance Strategies Fund, LLC and SFS Holdings, LLC.


 


“Rate Calculation
Date” means for any Interest Period, the last Business Day of the previous calendar quarter, except the initial date of determination
shall be the 3rd A&R Closing Date.


 


“Receiving Party”
has the meaning set forth in Section 13.12 of the Loan Agreement.


 


“Reduction Action”
means any action, inaction, transaction, event and/or circumstance, in each case, the result of which reduces the amount of interest payable
by the Borrower under the Loan Agreement (including, without limitation, the replacement or exchange of one or more Lender Notes), that
would otherwise have been payable if no such action, inaction, transaction, event and/or circumstance had occurred.


 


“Regulatory Change”
means, relative to any Affected Party:


 


(a) any
change in (or the adoption, implementation, change in the phase-in or commencement of effectiveness of) any: (i) United States Federal
or state law or foreign law applicable to such Affected Party, (ii) regulation, interpretation, directive, requirement or request (whether
or not having the force of law) applicable to such Affected Party of (A) any court or government authority charged with the interpretation
or administration of any law referred to in clause (a)(i), or of (B) any fiscal, monetary or other authority having jurisdiction
over such Affected Party, or (iii) GAAP or regulatory accounting principles applicable to such Affected Party and affecting the application
to such Affected Party of any law, regulation, interpretation, directive, requirement or request referred to in clause (a)(i) or
(a)(ii) above;


 


(b) any
change in the application to such Affected Party of any existing law, regulation, interpretation, directive, requirement, request or accounting
principles referred to in clause (a)(i), (a)(ii) or (a)(iii) above; or


 






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(c) the
issuance, publication or release of any regulation, interpretation, directive, requirement or request of a type described in clause
(a)(ii) above to the effect that the obligations of any Lender hereunder are not entitled to be included in the zero percent category
of off-balance sheet assets for purposes of any risk-weighted capital guidelines applicable to such Lender or any related Affected Party.


 


For the avoidance
of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including, without
limitation, Interpretation No. 46: Consolidation of Variable Interest Entities) shall constitute a Regulatory Change, regardless
of whether it occurred before or after the date hereof.


 


“Representatives”
has the meaning set forth in Section 13.12 of the Loan Agreement.


 


“Required Amortization”
means, (x) with respect to any Distribution Date occurring prior to the Second A&R Closing Date, the greater of (A) the product of
(i) the principal amount of the Initial Advance made under the Loan Agreement and (ii) one and one-half percent (1.50%) and (B) the
product of (i) the aggregate principal amount of all Advances outstanding under the Loan Agreement, calculated on the last Business Day
of the calendar month immediately preceding such Distribution Date and (ii) one and one-half percent (1.50%) and (y) with respect to any
Distribution Date occurring thereafter, zero dollars.


 


“Required Lenders”
means Lenders holding more than fifty percent (50%) of the aggregate Commitments.


 


“Rescission Period”
means, with respect to any Policy, the contractual or statutory period during which the related Original Owner or any other Person can
rescind the sale of such Policy to the Initial Policy Purchaser.


 


“Reserve Account”
has the meaning set forth in Section 5.1(b) of the Loan Agreement.


 


“Reserve Account
Required Amount” means, as of each Distribution Date occurring prior to the Amended and Restated Closing Date, the amount necessary
to pay projected Expenses and Debt Service for the following twelve (12) month period, as determined by the Administrative Agent in its
reasonable discretion.


 


“Retained Death Benefit
Policy” means a Policy in which a Person in addition to the Securities Intermediary is designated as the “beneficiary”
under such Policy by the related Issuing Insurance Company.


 


“S&P”
means S&P Global Ratings and its successors.


 






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“Sale Documents”
mean, with respect to each Policy, all agreements, documents, assignments and instruments executed and/or delivered by the Insured(s)
or any other party in connection with the purchase of the related Policy, or the financing of such Policy and the foreclosure or surrender
of such Policy, including for each Policy: (i) the Policy and application for the Policy, (ii) the life settlement contract between the
Original Owner of the Policy and the Initial Policy Purchaser relating to the sale of a Policy by the Original Owner to such Initial Policy
Purchaser (if applicable) and the surrender, relinquishment or similar documentation (if applicable), (iii) the life settlement application,
(iv) a Policy Illustration obtained no earlier than one-hundred eighty (180) calendar days prior to the Advance Date on which such Policy
became or is proposed to be a Pledged Policy, (v) a HIPAA Authorization for Disclosure of Protected Health Information (and any similar
document) and power of attorney related to health information, (vi) the consent of the related Insured(s), including the agreement of
continued contact, (vii) list of designated contacts, (viii) the life settlement disclosure and (ix) a copy of a document identifying
the related Insured(s) issued by a Governmental Authority which verifies the age (including date of birth) of such Insured(s) as set forth
in the application for the Policy, or their respective equivalents.


 


“Scheduled Commitment
Termination Date” means (i) with respect to any Ongoing Maintenance Advances, September 27, 2027 and (ii) with respect to any
Additional Policy Advances, September 27, 2022.


 


“Second A&R Advance”
means the Additional Policy Advance that was made on the Second A&R Closing Date.


 


“Second A&R Closing
Date” means November 1, 2019.


 


“Second Amended and
Restated Loan Agreement” has the meaning set forth in the recitals to the Loan Agreement.


 


“Second Initial Advance”
has the meaning set forth in Section 2.1(a) of the Loan Agreement.


 


“Second Initial Advance
Acceptance” has the meaning set forth in Section 2.3(b) of the Loan Agreement.


 


“Secured Parties”
means each Lender, the Administrative Agent and the Affected Parties.


 


“Securities Intermediary”
means Wells Fargo, together with its successors and assigns, solely in its capacity as securities intermediary under the Account Control
Agreement.


 


“Servicer”
means GWG Life, LLC, a Delaware limited liability company, acting as Servicer, or any Successor Servicer.


 


“Servicer Collateral
Audit” means an inspection by a Lender or the Administrative Agent of the Servicer pursuant to Section 5.2 of the Servicing
Agreement.


 






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“Servicer Report”
means collectively, the reports required to be delivered by the Servicer under the Servicing Agreement pursuant to Section 3.4 thereof.


 


“Servicer Report
Date” means the date the Servicer Report is to be delivered pursuant to the terms of the Servicing Agreement.


 


“Servicer Termination
Event” means an event or circumstance with respect to the Servicer which could cause the termination of the Servicing Agreement
in accordance with Article IX thereof.


 


“Servicing Agreement”
means the Servicing Agreement, dated as of September 14, 2016, by and between the Servicer and the Borrower, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with the Transaction Documents.


 


“Servicing Agreement
Obligations” means, collectively, the Servicer’s obligations under the Servicing Agreement.


 


“Servicing Agreement
Rights” means, collectively, the Borrower’s rights under the Servicing Agreement, including, without limitation, upon
the Administrative Agent’s instruction after the occurrence of a Servicer Termination Event, terminating the Servicing Agreement
in accordance with the terms thereof.


 


“Servicing Fee”
has the meaning set forth in the Servicing Agreement.


 


“Small Face Policy”
means a Policy with a face amount of $750,000 or less.


 


“Solvent”
means with respect to any Person that as of the date of determination that both (A)(i) the then fair saleable value of the property of
such Person is (y) greater than the total amount of liabilities (including contingent liabilities) of such Person and (z) not less than
the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and
matured considering all financing alternatives and potential asset sales reasonably available to such Person; (ii) such Person’s
capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (iii) such Person does
not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they
become due; and (B) such Person is “solvent” within the meaning given that term and similar terms under Applicable Laws relating
to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be
computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


 


“Specified Third
A&R Policies” has the meaning set forth in Section 13.16 of the Loan Agreement.


 


“Specified Transfer
to Parent” has the meaning set forth in Section 13.16 of the Loan Agreement.


 






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“Structuring Fee”
means with respect to the Second A&R Advance, a fee in an amount equal to the product of (i) the amount of the Second A&R Advance
(excluding any amounts used to pay (i) such fee or the Amendment Fee, (ii) any costs and expenses incurred by or on behalf of the Lenders
and the Administrative Agent in connection with the Second A&R Advance and the Loan Agreement or (iii) any attorneys’ fees incurred
by or on behalf of the Borrower in connection with the Second A&R Advance and the Loan Agreement) and (ii) two percent (2.00%).


 


“Subject Policy”
means, with respect to an Advance, an Eligible Policy proposed to be pledged by the Borrower in connection with such Advance.


 


“Subsequent Advance
Acceptance” shall have the meaning specified in Section 2.3(c) of the Loan Agreement.


 


“Subsequent Advance
Date” with respect to an Additional Policy Advance or an Ongoing Maintenance Advance, means the date such Advance is made pursuant
to and in accordance with the terms of the Loan Agreement.


 


“Subsidiary”
means, with respect to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting
power (other than securities or other ownership interests having such power only by reason of the happening of a contingency which has
not occurred) to elect a majority of the Board of Directors or other Persons performing similar functions are at the time directly or
indirectly owned by such Person.


 


“Successor Servicer”
means a successor servicer appointed pursuant to and in accordance with the terms of the Servicing Agreement.


 


“Tax” or
“Taxes” means any and all fees (including documentation, recording, license and registration fees), taxes (including
net income, gross income, franchise, value added, ad valorem, sales, use, property (personal and real, tangible and intangible) and stamp
taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, general or special, ordinary or extraordinary,
together with any and all penalties, fines, additions to tax and interest thereon, imposed on a Person or for which a Person is liable
either directly or by way of an obligation to reimburse or indemnify. For the avoidance of doubt, any reference to “Tax” or
“Taxes” imposed on the Borrower shall include any tax withholdings on income allocated to or amounts payable to the Borrower
and any tax required to be paid by the Borrower to any taxing authority or required to be withheld from any payment made by or on behalf
of the Borrower, but such reference shall not include any Taxes imposed upon anyone else unless such Taxes are in whole or in part the
legal responsibility or legal obligation of the Borrower or can otherwise be collected from the assets or income of the Borrower.


 


“Third A&R Advance”
means the Additional Policy Advance to be made on the Third A&R Closing Date.


 


“Third A&R Advance
Amount” has the meaning specified in the fourth recital to the Loan Agreement.


 






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“Third A&R Advance
Obligations” means the outstanding principal balance of the Third A&R Advance plus accrued but unpaid interest thereon,
plus ‎the Prepayment Premium, plus all other Obligations owing by the Borrower‎ with respect to the Third A&R Advance.


 


“Third A&R Bill
of Sale” means the Bill of Sale (Third A&R Advance) dated as of the Third A&R Closing Date between the Third A&R
Transferor and the Borrower.


 


“Third A&R Closing
Date” means June 28, 2021.


 


“Third A&R Demand
Note” means the Unconditional Demand Note dated the Third A&R Closing Date made by the Parent in favor of the Borrower.


 


“Third A&R Irrevocable
Retained Death Benefit Policy” has the meaning set forth in Section 9.1(aa) of the Loan Agreement.


 


“Third A&R Policy”
means any Policy set forth on the Third A&R Policy Schedule.


 


“Third A&R Policy
Schedule” means the schedule attached to the Loan Agreement titled “Third A&R Policies”.


 


“Third A&R Transferor”
means GWG DLP Funding V, LLC, a Delaware limited liability company.


 


“Third A&R Structuring
Fee” means One Million Dollars ($1,000,000.00).


 


“Transaction Documents”
means the Loan Agreement, the Servicing Agreement, the Purchase Agreement, the Third A&R Bill of Sale, the Third A&R Demand Note,
the Fee Letter, the Account Control Agreement, the Lender Notes, that certain Service Agreement, dated as of September 14, 2016, by and
between the Borrower and the Corporate Services Provider, and the UCC financing statements filed in connection with any of the foregoing,
and in each case any other agreements, instruments, certificates or documents delivered or contemplated to be delivered in connection
therewith, as any of the foregoing may be amended, supplemented, amended and restated, or otherwise modified from time to time in accordance
with the Loan Agreement.


 


“UCC” means
the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.


 






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“Unmatured Event
of Default” means any event that, if it continues uncured, will, with lapse of time or notice or both, constitute an Event of
Default.


 


“Valuation Dispute”
has the meaning set forth in Section 7.5(b) of the Loan Agreement.


 


“Wells Fargo”
means Wells Fargo Bank, N.A.


 


“Yield Maintenance
Fee” means, (i) with respect to the prepayment or repayment of the Second A&R Advance that is made within thirty-six (36)
months after the Second A&R Closing Date or a Reduction Action in respect of the Second A&R Advance that occurs within thirty-six
(36) months after the Second A&R Closing Date, an amount equal to the Applicable Margin on the amount of such prepayment or repayment
or the amount of the reduction of the Second A&R Advance as a result of such Reduction Action, as applicable, that would have accrued
from the date of such repayment, prepayment or Reduction Action, as applicable, through the thirty-six (36) month anniversary of the Second
A&R Closing Date, discounted at the equivalent weighted-average life U.S. Treasury yield as of the date of such repayment, prepayment
on Reduction Action, as applicable, and (ii) with respect to the prepayment or repayment of any other Advance that is made within one
hundred twenty (120) months after the Amended and Restated Closing Date or a Reduction Action in respect of any other Advance that occurs
within one hundred twenty (120) months after the Amended and Restated Closing Date, an amount equal to the Applicable Margin on the amount
of such prepayment or repayment or the amount of the reduction of such Advance as a result of such Reduction Action, as applicable, that
would have accrued from the date of such prepayment, repayment or Reduction Action, as applicable, through the one hundred twenty (120)
month anniversary of the Amended and Restated Closing Date, discounted at the equivalent weighted-average life U.S. Treasury yield as
of the date of such prepayment, repayment or Reduction Action, as applicable, and, if applicable, assuming the earliest Advance made is
repaid first. Notwithstanding the foregoing, no Yield Maintenance Fee shall be required with respect to the payment in full of all Third
A&R Advance Obligations (including, for the avoidance of doubt, the Prepayment Premium) prior to the Conversion Date.


 


 


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