Exhibit 4.5


 





AMENDED AND RESTATED INTERCREDITOR
AGREEMENT


This
Amended and Restated Intercreditor Agreement (this “Agreement”)
is dated as of [●], 2014, and entered into by and among GWG Lifenotes Trust, a Minnesota trust in its capacity as the representative
of the holders of Notes (as defined below) (including its successors and assigns from time to time, the “GWG Trust”),
Lord Securities Corporation, a Delaware corporation in its capacity as the trustee of the GWG Trust (including its successors and
assigns from time to time, the “GWG Trustee,” and together with the GWG Trust, collectively referred to herein
as the “Notes Representative”), and Bank of Utah, a Utah corporation in its capacity, as applicable, as (i)
collateral trustee for the Debentures (as defined below) and (ii) indenture trustee under the Debenture Indenture (as defined below)
(in each case including its successors and assigns from time to time, the “Debentures Representative”), and
as (iii) collateral trustee for the Series L Bonds (as defined below) and (iv) indenture trustee under the 2014 Indenture (as defined
below) (in each case including its successors and assigns from time to time, the “Series L Bonds Representative”).
Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.


 


INTRODUCTION


 


A.          GWG Life, LLC, a Delaware limited
liability company formerly known as GWG Life Settlements, LLC (“GWG Life”), is party to a Third Amended and
Restated NISA dated as of November 11, 2011 (as amended, restated, supplemented, extended or otherwise hereafter modified from
time to time, the “NISA”). The other parties to the NISA are the GWG Trust, the GWG Trustee, and the holders
of promissory notes issued from to time (as lenders) pursuant to the NISA. Approximately $28.1 million in principal amount of promissory
notes issued under the NISA (the “Notes”) are outstanding as of the date hereof.


 


B.          Pursuant to the
terms of the NISA, GWG Life granted the Notes Representative a security interest in the Note Collateral (as defined below) to
secure repayment of GWG Life’s obligations under the NISA and the Notes.


 


C.          GWG Holdings,
Inc., a Delaware corporation (“GWG Holdings”), has entered into that certain Indenture dated as of October
19, 2011, and amended on December 15, 2011 (as amended, restated, supplemented, extended or otherwise hereafter modified from
time to time, the “Debenture Indenture”). The other parties to the Debenture Indenture are GWG Life, in its
capacity as guarantor, and the Debentures Representative. Under the Debenture Indenture, GWG Holdings may issue up to $250 million
of secured debentures (the “Debentures”).


 


D.          GWG Holdings
has entered into that certain Indenture dated as of the date hereof (as amended, restated, supplemented, extended or otherwise
hereafter modified from time to time, the “2014 Indenture”). The other parties to the 2014 Indenture are GWG
Life, in its capacity as guarantor, and the Series L Bonds Representative. Under the 2014 Indenture and pursuant to a registration
statement filed with the SEC, GWG Holdings proposes to offer and sell up to $1.0 billion of Series L Bonds under the 2014 Indenture
(the “Series L Bonds”).


 


E.          Pursuant to
the terms of that certain Pledge and Security Agreement dated as of the date hereof (as amended, restated, supplemented, extended
or otherwise hereafter modified from time to time, the “Debenture Security Agreement”), GWG Holdings and GWG
Life have pledged to the Debentures Representative the Debenture Collateral (as defined below) to secure repayment of GWG Holdings’
obligations under the Debenture Indenture and the Debentures.


 


F.          Pursuant to
the terms of that certain Pledge and Security Agreement dated as of the date hereof (as amended, restated, supplemented, extended
or otherwise hereafter modified from time to time, the “Series L Bond Security Agreement”), GWG Holdings and
GWG Life have pledged to the Series L Bonds Representative the Series L Bond Collateral (as defined below) to secure repayment
of GWG Holdings’ obligations under the 2014 Indenture and the Series L Bonds.


 






    	



    	 



    




 


G.          The parties
desire to enter into this Agreement to (i) establish the relative lien priorities, rights and remedies with respect to the Shared
Collateral (as defined below) (ii) establish the relative priorities with respect to payment of the obligations owing under the
NISA, the Debenture Indenture, the 2014 Indenture, the Debenture Security Agreement and the Series L Bond Security Agreement,
and (iii) appoint GWG Trustee, as trustee of the GWG Trust, as Collateral Agent (as defined below) for the Notes Representative
(and the holders of Notes it represents), for the Debentures Representative (in its capacity as collateral agent for the holders
of the Debentures), and for the Series L Bonds Representative (in its capacity as collateral agent for the holders of the Series
L Bonds), for the purposes of the holding of the Shared Collateral for the benefit of the holders of the Notes, the Debentures
and the Series L Bonds, and enforcing the Liens respecting the Shared Collateral.


 


Now,
Therefore, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good
and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:


 


Section 1.          Definitions.


1.1        Defined
Terms. In addition to the terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings
set forth below:


“Affiliate”
of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common Control
with such specified Person.


“Bankruptcy
Code” means Title 11 of the U.S. Code.


“Bankruptcy
Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power or by contract or otherwise, and the terms “Controlling”
and “Controlled” shall have meanings correlative thereto.


“Debenture
Collateral” means any collateral subject to a Lien in favor of the Debentures Representative for the benefit of the Debenture
Holders, excluding any Shared Collateral.


“Debenture
Documents” means the Debenture Indenture and the other Collateral Documents (as defined in the Debenture Indenture) and
each of the other agreements, documents and instruments providing for or evidencing any Debenture Obligation, and any other document
or instrument executed or delivered at any time in connection with any Debenture Obligations, including any intercreditor or joinder
agreement among holders of Debenture Obligations, to the extent such are effective at the relevant time, as each may be modified
from time to time.


“Debenture
Holders” means the holders of the Debentures, from time to time.


“Debenture
Indenture” has the meaning set forth in the Introduction of this Agreement.



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“Debenture
Obligations” means all loans, advances, debts, liabilities and monetary obligations owing to any Debenture Holder or
any of them or any of their respective successors and assigns, of any kind or nature, present or future, arising under the Debenture
Documents, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification,
or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to
become due, now existing or hereafter arising and however acquired. The term includes, without limitation, all interest (whether
or not such interest would be an allowed claim in a bankruptcy or similar proceeding against GWG Life, GWG Holdings or any of their
Affiliates), charges, expenses, fees, reasonable attorneys’ fees and disbursements and paralegals’ fees, and any other
sums chargeable to GWG Life, GWG Holdings or any of their Affiliates under any of the Debenture Documents.


“Debenture
Secured Parties” means and includes, at any relevant time, the Debentures Representative in its capacity as collateral
trustee for the benefit of the Debenture Holders and any successor or other party that constitutes a secured party under the Debenture
Security Agreement.


“Debenture
Security Agreement” has the meaning set forth in the Introduction of this Agreement.


“Debenture
Security Documents” means the Collateral Documents (as defined in the Indenture) and any other agreement, document or
instrument pursuant to which a Lien is granted or purported to be granted securing any Debenture Obligations or under which rights
or remedies with respect to such Liens are governed.


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


“Debtor
Parties” means GWG Life, GWG Holdings and each of their Affiliates that have executed and delivered, or may from time
to time hereafter execute and deliver, a NISA Document, a Debenture Document or a Series L Bond Document.


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


“Insolvency
or Liquidation Proceeding” means, with respect to any Person, any (a) insolvency, bankruptcy, receivership, reorganization,
readjustment, composition or other similar proceeding relating to such Person or its property or creditors in such capacity, (b)
proceeding for any liquidation, dissolution or other winding up of such Person, voluntary or involuntary, whether or not involving
insolvency or proceedings under the Bankruptcy Code, whether partial or complete and whether by operation of law or otherwise,
(c) assignment for the benefit of creditors of such Person or (d) other marshalling of the assets of such Person.


“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.


“NISA”
has the meaning set forth in the preamble hereof.


“NISA Documents”
means the NISA and each of the other agreements, documents and instruments providing for or evidencing any Note Obligations, and
any other document or instrument executed or delivered at any time in connection with any Note Obligations, including any intercreditor
or joinder agreement among holders of Note Obligations, to the extent such are effective at the relevant time, as each may be modified
from time to time.


“Note
Collateral” means any collateral subject to a Lien in favor of the Note Secured Parties, excluding any Shared Collateral.



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“Note Obligations”
means all loans, advances, debts, liabilities and monetary obligations owing to any Note Holder or any of them or any of their
respective successors and assigns, of any kind or nature, present or future, arising under the NISA Documents, whether or not for
the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification, or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing
or hereafter arising and however acquired. The term includes, without limitation, all interest (whether or not such interest would
be an allowed claim in a bankruptcy or similar proceeding against GWG Life, GWG Holdings or any of their Affiliates), charges,
expenses, fees, reasonable attorneys’ fees and disbursements and paralegals’ fees, and any other sums chargeable to
GWG Life, GWG Holdings or any of their Affiliates under any of the NISA Documents.


“Note Secured
Parties” means and includes, at any relevant time, the Notes Representative and the “Secured Parties” as
defined in the NISA.


“Note Security
Documents” means the NISA and any other agreement, document or instrument pursuant to which a Lien is granted or purported
to be granted securing any Note Obligations or under which rights or remedies with respect to such Liens are governed.


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


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government.


“Ratably”
or “Ratable” means, with respect to any amount to be allocated between the Notes Representative (for the benefit
of the holders of Notes) and the Debentures Representative (for the benefit of the Debenture Holders), the allocation of a portion
of such amount to (a) the Notes Representative such that the ratio that the amount allocated to the Notes Representative bears
to the total amount to be so allocated equals the ratio of the Note Obligations to the Total Obligations and (b) the Debentures
Representative such that the ratio that the amount allocated to the Debentures Representative bears to the total amount to be so
allocated equals the ratio of the Debenture Obligations to the Total Obligations.


“Representatives”
means collectively, the Notes Representative, the Debentures Representative and the Series L Bonds Representative.


“Security
Documents” means, collectively, the Note Security Documents, the Debenture Security Documents and the Series L Bond Security
Documents.


“Series
L Bond Collateral” means any collateral subject to a Lien in favor of the Series L Bonds Representative for the benefit
of the Series L Bond Holders, excluding any Shared Collateral.


“Series
L Bond Documents” means the 2014 Indenture and the other Collateral Documents (as defined in the 2014 Indenture) and
each of the other agreements, documents and instruments providing for or evidencing any Series L Bond Obligation, and any other
document or instrument executed or delivered at any time in connection with any Series L Bond Obligations, including any intercreditor
or joinder agreement among holders of Series L Bond Obligations, to the extent such are effective at the relevant time, as each
may be modified from time to time.


“Series
L Bond Holders” means the holders of the Series L Bonds, from time to time.


“2014
Indenture” has the meaning set forth in the Introduction of this Agreement. 



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“Series
L Bond Obligations” means all loans, advances, debts, liabilities and monetary obligations owing to any Series L Bond
Holder or any of them or any of their respective successors and assigns, of any kind or nature, present or future, arising under
the Series L Bond Documents, whether or not for the payment of money, whether arising by reason of an extension of credit, loan,
guaranty, indemnification, or in any other manner, whether direct or indirect (including those acquired by assignment), absolute
or contingent, due or to become due, now existing or hereafter arising and however acquired. The term includes, without limitation,
all interest (whether or not such interest would be an allowed claim in a bankruptcy or similar proceeding against GWG Life, GWG
Holdings or any of their Affiliates), charges, expenses, fees, reasonable attorneys’ fees and disbursements and paralegals’
fees, and any other sums chargeable to GWG Life, GWG Holdings or any of their Affiliates under any of the Series L Bond Documents.


“Series
L Bond Secured Parties” means and includes, at any relevant time, the Series L Bonds Representative in its capacity as
collateral trustee for the benefit of the Series L Bond Holders and any successor or other party that constitutes a secured party
under the Series L Bond Security Agreement.


“Series
L Bond Security Agreement” has the meaning set forth in the Introduction of this Agreement.


“Series
L Bond Security Documents” means the Collateral Documents (as defined in the Indenture) and any other agreement, document
or instrument pursuant to which a Lien is granted or purported to be granted securing any Series L Bond Obligations or under which
rights or remedies with respect to such Liens are governed.


“Series
L Bonds” has the meaning set forth in the Introduction of this Agreement.


“Shared
Collateral” means all real, personal and mixed property and interests owned or hereafter acquired by GWG Life, GWG Holdings
or their Affiliates with respect to which a Lien is granted or purported to be granted as security for the Note Obligations, the
Debenture Obligations and the Series L Bond Obligations.


“Total
Obligations” means, as of the date of determination, an amount equal to the Note Obligations plus the Debenture Obligations
plus the Series L Bond Obligations.


“Triggering
Event” shall mean or occur upon either of the following:


		(i)	The Collateral Agent’s receipt of written notice from the Notes Representative that (A) an
Event of Default (as defined in the NISA Security Documents or the NISA) has occurred and, (B) the unpaid principal amount of the
Note(s) under the NISA have been declared to be then due and payable;



		(ii)	The Collateral Agent’s receipt of written notice from the Debentures Representative that
(A) an Event of Default (as defined in the Debenture Security Documents or the Debenture Indenture) has occurred and, (B) the unpaid
principal amount of the Debenture(s) under the Indenture have been declared to be then due and payable; or



		(iii)	The Collateral Agent’s receipt of written notice from the Series L Bonds Representative that
(A) an Event of Default (as defined in the Series L Bond Security Documents or the 2014 Indenture) has occurred and, (B) the unpaid
principal amount of the Series L Bond(s) under the 2014 Indenture have been declared to be then due and payable.



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



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1.2          Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein
to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof”
and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement,
(e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from
time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


1.3          Joint
Preparation; Construction of Indemnities and Releases. This Agreement has been reviewed and negotiated by sophisticated parties
with access to legal counsel, and no rule of construction shall apply hereto or thereto which would require or allow this Agreement
to be construed against any party because of its role in drafting such document. All indemnification and release-of-liability provisions
of this Agreement shall be construed broadly (and not narrowly) in favor of the Persons receiving indemnification or releases of
liability.


Section 2.           
 Lien Priorities.


2.1          Relative
Priorities. Notwithstanding the date, manner or order of grant, attachment or perfection of any Liens securing the Note Obligations
granted on the Shared Collateral, of any Liens securing the Debenture Obligations granted on the Shared Collateral, or of any
Liens securing the Series L Bond Obligations granted on the Shared Collateral, and notwithstanding any provision of the UCC or
any applicable law, or any provisions contained in the NISA Documents, the Debenture Documents or the Series L Bond Documents,
or any other circumstance whatsoever, the Notes Representative, for itself and on behalf of each of the Note Secured Parties,
the Debentures Representative and, by virtue of accepting the Debentures, the holders of Debenture, and the Series L Bonds Representative
and, by virtue of accepting the Series L Bonds, the holders of the Series L Bonds, hereby agree that: the Liens in and to the
Shared Collateral, securing the Note Obligations, the Debenture Obligations and the Series L Bond Obligations, regardless of how
acquired, whether by judgment, grant, possession, statute, operation of law, subrogation or otherwise, shall be pari passu
in all respects and no Lien in the Shared Collateral in favor of the Notes Representative shall have priority over any Lien
in the Shared Collateral in favor of the Debentures Representative or the Series L Bonds Representative. Similarly, no Lien in
Shared Collateral in favor of the Debentures Representative shall have priority over any Lien in the Shared Collateral in favor
of the Notes Representative or the Series L Bonds Representative, and no Lien in Shared Collateral in favor of the Series L Bonds
Representative shall have priority over any Lien in the Shared Collateral in favor of the Notes Representative or the Debentures
Representative. The relative priorities of the Liens of the holders and the Representatives in the Note Collateral, the Debenture
Collateral and the Series L Bond Collateral, respectively, that does not constitute Shared Collateral, shall not be affected by
this Agreement. The provision of pari passu and equal priority as between the Liens of the Notes Representative, the Debentures
Representative and the Series L Bonds Representative shall not be deemed to subordinate the Liens of the Notes Representative,
the Debentures Representative or the Series L Bonds Representative to any other Person.


2.2          Prohibition
on Contesting Liens. Each of (i) the Debenture Representative and, by virtue of accepting the Debentures, the holders of Debentures,
(ii) the Notes Representative, for itself and on behalf of each of the Note Secured Parties and (iii) the Series L Bonds Representative
and, by virtue of accepting the Series L Bonds, the holders of the Series L Bonds, agrees that they shall not (and hereby waive
any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding),
(A) the priority, validity or enforceability of a Lien held by or on behalf of any of the Note Secured Parties in the Shared Collateral,
any of the Debenture Secured Parties in the Shared Collateral or any of the Series L Bond Secured Parties in the Shared Collateral,
as the case may be, or (B) the validity or enforceability of this Agreement. 



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2.3          Priorities
Not Affected by Amendments. Subject to the terms of this Agreement, any of the holders of Notes, the holders of Debentures
or the holders of Series L Bonds may extend, amend, modify, supplement or restate their respective financing arrangements with
GWG Life and GWG Holdings without affecting the priorities established by this Agreement. No part of the Total Obligations may
be refinanced unless such new lender or holder expressly agrees to be bound by this Agreement.


Section 3.             Appointment
of Collateral Agent.


3.1          Appointment
of Collateral Agent. Each of the Notes Representative, the Debentures Representative and the Series L Bonds Representative
hereby designates the Notes Representative to act as the contractual representative for the parties hereto (the “Collateral
Agent”) with respect to the security provisions contained in the Security Documents. The provisions of this Section 3
extend to the Notes Representative only in its capacity as Collateral Agent. Each of the Notes Representative, the Debentures Representative
and the Series L Bonds Representative hereby authorizes the Collateral Agent to take such action on its behalf under the provisions
of this Agreement and the Security Documents, and to exercise such powers and perform such duties hereunder and thereunder as are
specifically delegated to it hereunder or under the Security Documents or required of the Collateral Agent by the terms hereof
or thereof, together with such other powers as are reasonably incidental thereto. The Notes Representative agrees to act as the
Collateral Agent upon the express terms and conditions contained herein.


3.2          Nature
of Duties of the Collateral Agent. The Collateral Agent shall have no duties or responsibilities, except those expressly set
forth in this Agreement or the Security Documents. The Collateral Agent shall have and may exercise such powers hereunder and under
the Security Documents as are specifically delegated to the Collateral Agent by the terms hereof, together with such powers as
are reasonably incidental thereto. Neither the Collateral Agent, nor any of its directors, officers, employees, legal counsel or
agents (each a “Protected Party”) shall be liable to the Notes Representative, the Debentures Representative,
the Series L Bonds Reprentative or the holders of the Notes, the Debentures or the Series L Bonds, for any damages caused by any
action taken or omitted by a Protected Party hereunder or under the Security Documents (including those damages caused by the sole
negligence, comparative negligence or concurrent negligence of any Protected Party), unless caused solely by the gross negligence
or willful misconduct of the Protected Party seeking protection under this Section 3.3. The duties of the Collateral Agent shall
be mechanical and administrative in nature; and the Collateral Agent, in its capacity as such, shall not have by reason of this
Agreement or the Security Documents a fiduciary relationship in respect of the Debentures Representative, the Notes Representative
or the Series L Bonds Representative. Nothing in this Agreement is intended to or shall be so construed as to impose upon the Collateral
Agent any duties or obligations in respect of this Agreement or the Security Documents, except as expressly set forth herein.


3.3          Lack
of Reliance on the Collateral Agent. The Collateral Agent shall not (i) be responsible to the Notes Representative, the Debentures
Representative or the Series L Bonds Representative for any recitals, statements, information, representations or warranties herein,
in any Security Document, or in any document, certificate or other writing delivered in connection herewith or therewith or for
the execution, effectiveness, genuineness, validity, enforceability, collectability, priority or sufficiency of this Agreement,
the Security Documents or the financial condition of GWG Life, GWG Holdings or their Affiliates; or (ii) be required to make any
inquiry concerning (A) the performance or observance by others of any of the terms, provisions or conditions of this Agreement
or the Security Documents, including the content of notices, opinions, certificates and directions given under this Agreement
or the Security Documents, (b) the financial condition of GWG Life, GWG Holdings or their Affiliates, or (c) the existence or
possible existence of any “default” or “event of default” under the NISA Documents or Debenture Documents. 



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3.4          Certain
Rights of the Collateral Agent. If the Collateral Agent shall request instructions from the Representatives with respect to
any act or omission in connection with this Agreement or the Security Documents, then the Collateral Agent shall be entitled to
refrain from taking such action unless and until the Collateral Agent shall have received written instructions from any Representative
pursuant to the terms hereof; and the Collateral Agent shall not incur liability to any Person by reason of so refraining. Without
limiting the foregoing, no Representative shall have any right of action whatsoever against the Collateral Agent as a result of
the Collateral Agent acting or refraining from acting under this Agreement or the Security Documents in accordance with the written
instructions given in accordance with this Agreement, and such instructions and any action taken or failure to act pursuant thereto
shall be binding on all the Representatives. The Collateral Agent shall be fully justified in failing or refusing to take any action
hereunder or under the Security Documents unless it shall first be indemnified to its satisfaction by the Representatives against
any and all liability and expense which may be incurred by the Collateral Agent by reason of taking or continuing to take any such
action. Notwithstanding any other provision of this Section 3 or any indemnity or instructions provided by any or all of the Representatives,
the Collateral Agent shall not be required to take any action which, in the reasonable belief of the Collateral Agent, exposes
the Collateral Agent to personal liability or which, in the reasonable belief of the Collateral Agent, is contrary to this Agreement,
the Security Documents, or applicable law.


3.5          Reliance
by the Collateral Agent. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, statement, certificate or facsimile transmission, e-mail, order or telephone message believed by it
to be genuine and correct and to have been signed, sent or made by the proper Person. The Collateral Agent may consult with legal
counsel, accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it
in good faith in accordance with the advice of such counsel, accountants or experts.


3.6          The Collateral
Agent in its Individual Capacity. The Notes Representative shall have the same rights and powers hereunder as each of the Debentures
Representative and the Series L Bonds Representative and may exercise the same as though it were not performing the duties of the
Collateral Agent specified herein except as expressly noted to the contrary; and the term “Representatives” or any
similar term shall, unless the context clearly otherwise indicates, include the Notes Representative in its individual capacity
as the trustee of the GWG Trust under the terms of the NISA and not in its capacity as the Collateral Agent.


3.7          Representatives
as Owners. The Collateral Agent may deem and treat each Representative as the owner of its portion of the Total Obligations
as described herein for all purposes hereof unless and until the Collateral Agent is notified of a change in Representative.


3.8          Successor
Collateral Agent.


(a)The
Collateral Agent may resign at any time by giving at least 30 days’ prior written notice thereof to the Representatives,
which resignation shall be effective upon the appointment of a successor Collateral Agent by a ratable vote of the Representatives.


(b)Upon
the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent,
and the retiring Collateral Agent shall be discharged from its duties under this Agreement. After any retiring Collateral Agent’s
resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Collateral Agent under this Agreement.


3.9        Employment
of Collateral Agent and Counsel. The Collateral Agent may execute any of its duties as the Collateral Agent hereunder or under
the Security Documents by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Representatives
for the default or misconduct of any such employees, agents or attorneys in fact reasonably selected by it in good faith unless
such default or misconduct is a direct result of the gross negligence or willful misconduct of the Collateral Agent in monitoring
the activities of such employees, agents or attorneys-in-fact. The Collateral Agent shall be entitled to advice of independent
legal counsel concerning all matters pertaining to the collateral agency hereby created and its duties hereunder or under the Security
Documents.


3.10      Limitation
on Liability of the Representatives and the Collateral Agent. The Representatives and the Collateral Agent shall not be deemed,
as a result of the execution and delivery of this Agreement or the Security Documents, or the consummation of the transactions
contemplated by this Agreement and the Security Documents, to have assumed any obligation of GWG Life, GWG Holdings or their Affiliates
with respect to the Collateral or any liability under or with respect to any of the contracts, agreements, leases, instruments
or documents which are, or which may hereafter be, assigned to the Collateral Agent for the benefit of the Representatives.



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Section 4.             Enforcement.


4.1          Exercise
of Remedies.


(a)          Upon
the occurrence and during the continuance of any Triggering Event, the Collateral Agent shall, upon a request from any Representative
specifying the particular action(s) being requested by such Representative, and subject to the other provisions of this Agreement,
commence to take, or direct the appropriate trustee or agent to take, those requested actions provided for in this Agreement or
the Security Documents relating to the pursuit of remedies which the Collateral Agent deems appropriate in its reasonable judgment
to realize the value and benefits of the Shared Collateral.


(b)          The
holders of a majority in principal amount of the then-outstanding Total Obligations may direct the time, method and place of conducting
any proceeding for any remedy available to the Collateral Agent under this Agreement or the Security Documents, on the condition
that indemnification for the Collateral Agent’s fees and expenses, in a form reasonably satisfactory to the Collateral Agent,
shall have been provided. The Collateral Agent may refuse to follow any direction that conflicts with the law or this Agreement
or that may involve personal liability for the Collateral Agent.


(c)          The
Representatives agree that upon the occurrence of a Triggering Event, all payments made to any Representative on account of the
Shared Collateral shall be shared by the Notes Representative, the Debentures Representative and the Series L Bonds Representative
(for the benefit of their respective holders) in accordance with Section 4.2.


(d)          Each
Representative agrees: (i) to deliver to each other Representative and the Collateral Agent, as applicable, at the same time it
makes delivery to GWG Life and/or GWG Holdings, a copy of any (A) notice declaring the occurrence of an event of default under
its respective loan documents, (B) notice of intent to accelerate or notice of acceleration of its portion of the Total Obligations,
and (ii) to deliver to each other Representative and the Collateral Agent, at the same time it makes delivery to any other Person,
a copy of any notice of the commencement of any judicial proceeding and a copy of any other notice with respect to the exercise
of remedies with respect to any portion of the Total Obligations. Any failure by a party hereto to furnish a copy under this clause
(c) shall not limit or affect the rights and obligations hereunder.


(e)          Nothing
in this Section 4.1 shall impair the right of any Representative to exercise its rights of set-off, offset or netting, if any
(except, with respect to any item of Shared Collateral or the proceeds therefrom), with no obligation to any other Representative.



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4.2          Proceeds.


(a)          The
Representatives hereby agree between themselves that (i) prior to the occurrence of a Triggering Event, each Representative shall
be entitled to receive and retain for its holders’ accounts, and shall never be required to disgorge to the Collateral Agent
or any other Representative (or their respective holders), scheduled payments or voluntary prepayments, payments for the redemption
or purchase of principal, interest, fees and premium, if any, settlement payments and any other payments due under the respective
loan documents, all in compliance with the terms thereof, and (ii) upon the occurrence and during the continuance of a Triggering
Event, all such amounts received on account of any Shared Collateral by any Representative or the Collateral Agent shall constitute
proceeds of such Shared Collateral (the “Proceeds”), shall be turned over to the Collateral Agent, and
shall be shared by the Representatives (for the benefit of their holders), Ratably, and in accordance with Section 4.2(b) below.


(b)          All
Proceeds received by the Collateral Agent after the occurrence of a Triggering Event shall be applied in accordance with this Section
4.2. To the extent any Representative ever receives any portion of such Proceeds in excess of its Ratable share (or to the extent
the Collateral Agent receives reimbursement in excess of expenses actually incurred), the party receiving those excess Proceeds
agrees to promptly make all necessary transfers so as to give full effect to this Section 4.2. All Proceeds received by the Collateral
Agent after the occurrence of a Triggering Event shall be applied in the following order:


First, to reimburse
the Collateral Agent for expenses incurred in the exercise of rights and remedies under this Agreement;


Second, Ratably to
the Notes Representative, the Debentures Representative and the Series L Bonds Representative until the Total Obligations are fully
satisfied; and


Third, to the extent
that any Proceeds remain, to GWG Life and/or GWG Holdings.


4.3          Notice
of Amount of Indebtedness. Upon receipt of any Proceeds to be distributed pursuant to Section 4.2, the Collateral Agent shall
give the Representatives notice thereof, and each Representative shall, within three Business Days, notify the Collateral Agent
of the amount of the Total Obligations owing to it. Such notification shall state the amount of the Total Obligations owing to
it and how much is then due and owing. If requested by the Collateral Agent, each Representative shall demonstrate that the amounts
set forth in its notice are actually owing to such Representative (for the benefit of its holders) to the reasonable satisfaction
of the Collateral Agent. Notwithstanding the foregoing, the Collateral Agent may conclusively rely on information in such notices
without any investigation. In the event that any Representative fails to timely notify the Collateral Agent of the amount of the
Total Obligations owed to it, the Collateral Agent shall distribute such Proceeds on any basis deemed reasonable by it and not
in bad faith.


4.4          Cooperation.
The Representatives agree that, so long as any Note Obligations, Debenture Obligations and Series L Bond Obligations are outstanding,
they shall not be entitled to commence, or join with any Person in commencing, any enforcement, collection, involuntary petition,
execution, levy or foreclosure action or proceeding (including, without limitation, any Insolvency or Liquidation Proceeding),
except in conjunction with the Collateral Agent in the exercise of remedies under this Agreement.


4.5          Permitted
Actions. The Notes Representative, for itself and on behalf of each of the Notes Secured Parties, the Debentures Representative,
and, by virtue of accepting the Debentures, the Debenture holders, and the Series L Bonds Representative and, by virtue of accepting
the Series L Bonds, the holders of the Series L Bonds, agree that the Notes Representative, the Debentures Representative and
the Series L Bonds Representative may make such demands or file such claims in respect of the Notes Obligations, the Debenture
Obligations of the Series L Bond Obligations, as applicable, as are necessary to prevent the waiver or bar of such claims under
applicable statutes of limitations or other statutes, court orders, or rules of procedure at any time. 



    	10



    	 



    




4.6          Sharing
of Information and Access. In the event that the Notes Representative, the Debentures Representative or the Series L Bonds
Representative shall, in the exercise of its rights under the NISA Documents, the Debenture Documents or the Series L Documents,
as applicable, or otherwise, receive possession or control of any books and records related to the Shared Collateral, such Representative
shall, upon request of the other Representative or the Collateral Agent, either make such books and records available to the requesting
party for inspection and duplication or provide to such requesting party copies thereof.


4.7          Insurance.
Proceeds of Shared Collateral include insurance proceeds and, therefore, this Agreement shall govern the ultimate disposition of
casualty insurance proceeds (whether or not a Triggering Event has occurred). The Collateral Agent shall be named as additional
insured or loss payee, as applicable, with respect to all insurance policies relating to the Shared Collateral. The Collateral
Agent shall have the sole and exclusive right, to adjust settlement of insurance claims in the event of any covered loss, theft
or destruction of Shared Collateral. All proceeds of such insurance shall be remitted to the Collateral Agent, and each Representative
shall cooperate in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.2.


Section 5.             Insolvency
or Liquidation Proceedings.


5.1          Relief
From Stay. Until the discharge of the Notes Obligations has occurred, each of the Debentures Representative, and, by virtue
of accepting the Debentures, the Debenture holders, and the Series L Bonds Representative and, by virtue of accepting the Series
L Bonds, the holders of the Series L Bonds, agrees not to seek relief from the automatic stay or any other stay in any Insolvency
or Liquidation Proceedings in respect of any portion of the Shared Collateral without the Notes Representative’s (for itself
and on behalf of each of the Notes Secured Parties) express written consent. Until the discharge of all of the Debenture Obligations
and the Series L Bonds Obligations has occurred, the Notes Representative and the holders of Notes agree not to seek relief from
the automatic stay or any other stay in any Insolvency or Liquidation Proceedings in respect of any portion of the Shared Collateral
without each of the Debentures Representative’s (for itself and on behalf of each of the Debenture Secured Parties) and the
Series L Bonds Representative’s (for itself and on behalf of the each of the Series L Bond Parties) express written consent.


5.2          No Contest.


(a)          The
Debentures Representative, on behalf of itself and the Debenture Secured Parties, agrees that prior to the discharge of the Note
Obligations, none of them shall contest (or support any other Person contesting) any (i) request by the Notes Representative or
any Notes Secured Party for adequate protection of its interest in the Shared Collateral, or (ii) objection by the Notes Representative
or any Notes Secured Party to any motion, relief, action or proceeding based on a claim by the Notes Representative or any Notes
Secured Party that its interest in the Shared Collateral is not adequately protected (or any other similar request under any law
applicable to an Insolvency or Liquidation Proceeding), so long as any Liens granted to the Notes Representative as adequate protection
of its interests are subject to this Agreement.


(b)          The
Debentures Representative, on behalf of itself and the Debenture Secured Parties, agrees that prior to the discharge of the Series
L Bond Obligations, none of them shall contest (or support any other Person contesting) any (i) request by the Series L Bonds
Representative or any Series L Bond Secured Party for adequate protection of its interest in the Shared Collateral, or (ii) objection
by the Series L Bonds Representative or any Series L Bond Secured Party to any motion, relief, action or proceeding based on a
claim by the Series L Bonds Representative or any Series L Bond Secured Party that its interest in the Shared Collateral is not
adequately protected (or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding), so long
as any Liens granted to the Series L Bonds Representative as adequate protection of its interests are subject to this Agreement. 



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(c)          The
Notes Representative, on behalf of itself and the Notes Secured Parties, agrees that prior to the discharge of the Debenture Obligations,
none of them shall contest (or support any other Person contesting), any (i) request by the Debentures Representative or any Debenture
Secured Party, for adequate protection of its interest in the Shared Collateral, or (ii) objection by the Debentures Representative
or any Debenture Secured Party to any motion, relief, action or proceeding based on a claim by the Debentures Representative or
any Debenture Secured Party that its interest in the Shared Collateral is not adequately protected (or any other similar request
under any law applicable to an Insolvency or Liquidation Proceeding), so long as any Liens granted to the Debentures Representative
as adequate protection of its interests are subject to this Agreement.


(d)          The
Notes Representative, on behalf of itself and the Notes Secured Parties, agrees that prior to the discharge of the Series L Bond
Obligations, none of them shall contest (or support any other Person contesting) any (i) request by the Series L Bonds Representative
or any Series L Bond Secured Party for adequate protection of its interest in the Shared Collateral, or (ii) objection by the
Series L Bonds Representative or any Series L Bond Secured Party to any motion, relief, action or proceeding based on a claim
by the Series L Bonds Representative or any Series L Bond Secured Party that its interest in the Shared Collateral is not adequately
protected (or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding), so long as any Liens
granted to the Series L Bonds Representative as adequate protection of its interests are subject to this Agreement.


(e)          The
Series L Bonds Representative, on behalf of itself and the Series L Bond Secured Parties, agrees that prior to the discharge of
the Debenture Obligations, none of them shall contest (or support any other Person contesting), any (i) request by the Debentures
Representative or any Debenture Secured Party, for adequate protection of its interest in the Shared Collateral, or (ii) objection
by the Debentures Representative or any Debenture Secured Party to any motion, relief, action or proceeding based on a claim by
the Debentures Representative or any Debenture Secured Party that its interest in the Shared Collateral is not adequately protected
(or any other similar request under any law applicable to an Insolvency or Liquidation Proceeding), so long as any Liens granted
to the Debentures Representative as adequate protection of its interests are subject to this Agreement.


(f)          The
Series L Bonds Representative, on behalf of itself and the Series L Bond Secured Parties, agrees that prior to the discharge of
the Note Obligations, none of them shall contest (or support any other Person contesting) any (i) request by the Notes Representative
or any Notes Secured Party for adequate protection of its interest in the Shared Collateral, or (ii) objection by the Notes Representative
or any Notes Secured Party to any motion, relief, action or proceeding based on a claim by the Notes Representative or any Notes
Secured Party that its interest in the Shared Collateral is not adequately protected (or any other similar request under any law
applicable to an Insolvency or Liquidation Proceeding), so long as any Liens granted to the Notes Representative as adequate protection
of its interests are subject to this Agreement.


5.3          Asset
Sales. The Representatives agree, for themselves and on behalf of their respective secured parties, that neither will oppose
any sale of Shared Collateral consented to by the Collateral Agent pursuant to Section 363(f) of the Bankruptcy Code (or any similar
provision under the law applicable to any Insolvency or Liquidation Proceeding) so long as the proceeds of such sale are applied
in accordance with this Agreement. If the sale of such collateral consists of the Shared Collateral, and/or the Note Collateral,
the Debenture Collateral or the Series L Bond Collateral, and the Representatives are unable to agree with the Collateral Agent
as to the allocation of the purchase price between the Shared Collateral, the Note Collateral, the Debenture Collateral and/or
the Series L Bond Collateral, then any of the parties may apply to the court in such Insolvency or Liquidation Proceeding to make
a determination of the allocation of such purchase price, and the court’s determination shall be binding upon the parties.



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Section 6.            Reliance;
Waivers; Etc.


6.1          Reliance.
Other than any reliance on the terms of this Agreement, the Notes Representative hereby acknowledges, on behalf of itself and the
holders of Notes and Notes Secured Parties, that it and such holders of Notes and Notes Secured Parties have, independently and
without reliance on the Debentures Representative or any holder of Debentures or Debenture Secured Party, and based on documents
and information deemed by them appropriate, made their own credit analyses and decisions to enter into and be bound by the terms
of this Agreement; and they will continue to make their own credit decision in taking or not taking any action under the NISA or
this Agreement. On their part, by virtue of accepting the Debentures, the holders of Debentures and the Debentures Representative
hereby agree that they have, independently and without reliance on the Notes Representative, the holders of Notes or any Notes
Secured Party, and based on documents and information deemed by them appropriate, made their own credit analyses and decision to
enter into and be bound by the terms of this Agreement; and they will continue to make their own credit decision in taking or not
taking any action under the Debenture Documents or this Agreement.


6.2          No Warranties
or Liability. The Notes Representative hereby acknowledges and agrees, on behalf of itself and the Notes Secured Parties, that
each of the Debentures Representative and the Debenture Secured Parties have made no express or implied representation or warranty,
including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Debenture
Documents, the ownership of any Debenture or Shared Collateral, the perfection or priority of any Liens thereon or the enforceability
of any waivers granted herein. The Debentures Representative and the holders of Debentures will be entitled to manage and supervise
their respective securities under the Debenture Documents in accordance with law and as they may otherwise, in their sole discretion,
deem appropriate. The Debentures Representative and, by virtue of accepting the Debentures, the holders of Debentures, hereby acknowledge
and agree that the Notes Representative and the Notes Secured Parties have made no express or implied representation or warranty,
including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the NISA
Documents, the ownership of any Notes or Shared Collateral or the perfection or priority of any Liens thereon. The Notes Secured
Parties will be entitled to manage and supervise their respective securities under their respective NISA Documents in accordance
with law and as they may otherwise, in their sole discretion, deem appropriate. The Debentures Representative and the Debenture
Secured Parties shall have no duty to the Notes Representative or any of the Notes Secured Parties, and the Notes Representative
and the Notes Secured Parties shall have no duty to the Debentures Representative or any of the Debenture Secured Parties, to act
or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default
under any agreements with GWG Life, GWG Holdings or their Affiliates (including the NISA Documents and the Debenture Documents),
regardless of any knowledge thereof which they may have or be charged with.


6.3          No
Waiver of Lien Priorities. No right of the Collateral Agent to enforce any provision of this Agreement or any Security Document
shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Debtor Party or by any
act or failure to act by the Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants
of this Agreement, any of the NISA Documents, any of the Debenture Documents or any of the Series L Bond Documents, regardless
of any knowledge thereof with which the Collateral Agent may have or be otherwise charged. 



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6.4          Obligations
Unconditional. All rights, interests, agreements and obligations of the Notes Representative and the Notes Secured Parties,
and the Debentures Representative and the Debenture Secured Parties, respectively, hereunder shall remain in full force and effect
irrespective of:


(a)          any
lack of validity or enforceability of any NISA Documents or any Debenture Documents or the perfection of any liens thereunder;


(b)          except
as otherwise set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all
or any of the Note Obligations or Debenture Obligations, or any amendment or waiver or other modification, including any increase
in the amount thereof, whether by course of conduct or otherwise, of the terms of any NISA Document or any Debenture Document;


(c)          any
exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether
in writing or by course of conduct or otherwise, of all or any of the Note Obligations or Debenture Obligations or any guarantee
thereof;


(d)          the
commencement of any Insolvency or Liquidation Proceeding in respect of any Debtor Party; or


(e)          any
other circumstances which otherwise might constitute a defense (other than payment in full of the relevant obligation) available
to, or a discharge of, any Debtor Party in respect of the Note Obligations or Debenture Obligations.


Section 7.             Right
to Payment.


GWG Holdings and
GWG Life shall be entitled to use proceeds from life insurance policies and other property of such entities, including but not
limited proceeds from “Conveyed Property,” “Collections” and “Collateral” as such terms are
defined in the NISA, to satisfy obligations under the Debentures or otherwise as set forth in the “Use of Proceeds”
section of the prospectus relating to the Debentures (either directly or indirectly through distribution or dividend by GWG Life
to GWG Holdings for such ultimate purpose). This right shall apply to, and permit GWG Holdings to make (and permit GWG Life to
make corresponding distributions or dividends to GWG Holdings so that GWG Holdings may make) payments from, proceeds from life
insurance policies and all other property, including proceeds from “Conveyed Property,” “Collections” and
“Collateral” regardless of whether or not such proceeds are initially placed in the “LifeNotes Account”
as that term is defined in the NISA. To the extent necessary, this covenant shall be deemed an amendment to any applicable provisions
of Article V of the NISA.


Section 8.             General
Provisions.


8.1          Conflicts.
In the event of any direct conflict between the provisions of this Agreement and the provisions of the NISA Documents, the Debenture
Documents or the Series L Bond Documents, the provisions of this Agreement shall govern and control.


8.2          Effectiveness;
Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the
parties hereto. This is a continuing agreement and the Representatives may continue to extend credit and other financial accommodations
and lend monies to or for the benefit of any Debtor Party in reliance hereon. The terms of this Agreement shall survive, and shall
continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any
Debtor Party shall include any such Debtor Party as debtor and debtor in possession, and any receiver or trustee for any Debtor
Party (as the case may be) in any Insolvency or Liquidation Proceeding. 



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8.3          Amendments;
Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by the Notes Representative, the Debentures
Representative or the Series L Bonds Representative shall be deemed to be made unless the same shall be in writing signed on behalf
of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance
involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such
party in any other respect or at any other time. Notwithstanding the foregoing, no Debtor Party shall have any right to consent
to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent such Debtor Party’s
property or rights are directly and adversely affected.


8.4          Financial
Information Concerning GWG Holdings, GWG Life and Subsidiaries. Each of the Representatives (on behalf of their holders and
secured parties) acknowledge that they shall be responsible for keeping themselves informed of (a) the financial condition of GWG
Life, GWG Holdings and their Affiliates and all endorsers and/or guarantors of their respective outstanding portion of the Total
Obligations, and (b) all other circumstances bearing upon the risk of nonpayment of their respective portion of the Total Obligations.
No Representative, nor their respective secured parties have any duty to advise the other Representative (or its secured parties)
of information known to it or them regarding such condition or any such circumstances or otherwise.


8.5          SUBMISSION
TO JURISDICTION; WAIVERS.


(a)          ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF MINNEAPOLIS, MINNESOTA. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH
PARTY HERETO IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (B)
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY
BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE
WITH SECTION 8.7; AND (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER
THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT.


(b)          EACH
OF THE PARTIES HERETO AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON
LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER
IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SECTION 8.5(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO
A TRIAL BY THE COURT. 



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8.6          Notices.
All notices to the holders of Notes, Note Secured Parties, the holders of Debentures, Debenture Secured Parties, the holders of
Series L Bonds, and Series L Bond Secured Parties permitted or required under this Agreement shall also be sent to the Notes Representative,
the Debentures Representative and the Series L Bonds Representative, respectively. Unless otherwise specifically provided herein,
any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, faxed,
electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or
by courier service and upon receipt of electronic mail, facsimile or U.S. mail (registered or certified, with postage prepaid and
properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s
name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written
notice to all of the other parties.


8.7          Further
Assurances. The Notes Representative, on behalf of itself and the Notes Secured Parties, the Debentures Representative and
the Series L Bonds Representative agree that each of them shall take such further action and shall execute and deliver such additional
documents and instruments (in recordable form, if requested) as the Collateral Agent, Notes Representative, the Debentures Representative
or the Series L Bonds Representative may reasonably request to effectuate the terms of and the lien priorities contemplated by
this Agreement.


8.8          APPLICABLE
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO CONFLICTS-OF-LAW PRINCIPLES.


8.9          Binding
on Successors and Assigns. This Agreement shall be binding upon the Notes Representative, the Notes Secured Parties, the holders
of Notes, the Debentures Representative, the Debenture Secured Parties, the holders of Debentures, the Series L Bonds Representative,
the Series L Bond Secured Parties, the holders of Series L Bonds, and their respective successors and assigns. If any of the Notes
Representative, the Debentures Representative or the Series L Bonds Representative resigns or is replaced pursuant to the NISA,
the Debenture Indenture or the 2014 Indenture, as applicable, its successor shall be deemed to be a party to this Agreement and
shall have all of the rights of and be subject to all of the obligations of this Agreement.


8.10        Specific
Performance. The Representatives may demand specific performance of this Agreement and each representative irrevocably waives
any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific
performance in any action which may be brought by any Representative.


8.11        Headings.
Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.


8.12        Counterparts;
Delivery. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or
any document or instrument delivered in connection herewith by facsimile or .pdf shall be effective as delivery of a manually
executed counterpart of this Agreement or such other document or instrument, as applicable.



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8.13        Authorization.
By its signature, each Person executing this Agreement on behalf of a party represents and warrants to the other parties that it
is duly authorized to execute this Agreement.


8.14        No Third-Party
Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and
their respective successors and assigns, and shall inure to the benefit of each of the Notes Secured Parties, the holders of Notes,
the Debenture Secured Parties, the holders of Debentures, the Series L Bond Secured Parties and the holders of Series L Bonds.
No other Person shall have or be entitled to assert rights or benefits hereunder.


8.15        Provisions
Solely to Define Relative Rights. The provisions of this Agreement are, and are intended solely, for the purpose of defining
the relative rights of the Notes Secured Parties and holders of Notes, the Debenture Secured Parties and holders of Debentures,
and the Series L Bond Secured Parties and the holders of the Series L Bonds. No Debtor Party or any creditor thereof shall have
any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of any Debtor Party, which are absolute
and unconditional, to pay the Note Obligations, the Debenture Obligations and the Series L Bond Obligations as and when the same
shall become due and payable in accordance with their terms.


8.16        Termination.
This Agreement shall terminate and be of no further force and effect upon the payment in full of all but one of the Note Obligations,
the Debenture Obligations and the Series L Bond Obligations (in a manner which is not in contravention of the terms of this Agreement). 


* * * * * * *



    	17



    	 



    







In
Witness Whereof, the parties hereto have executed this Amended and Restated Intercreditor Agreement as of the date first
written above.


 


	Notes Representative:	
        GWG LIFENOTES TRUST, 

        as Notes Representative

         

        By:Lord Securities Corporation

        Its:Trustee

         

         

        By:     ___________________________________

        Name:Michael R. Newell

        Title:  Vice President

        48 Wall Street, 27th Floor

        New York, NY 10005

        Attention: GWG Lifenotes Trust Program Manager

        Fax: (212) 346-9012

        Telephone: (212) 346-9000

	
         

        DEBENTURES REPRESENTATIVE:

         
	
         

        BANK OF UTAH,

        as Debentures Representative,

         

        By:     ___________________________________

        Name:Michael Hoggan

        Title:  Vice President

        200 E. South Temple

        Suite 210

        Attention: Corporate Trust Services

        Fax: (801) 746-3519

        Telephone: (801) 924-3690

	
         

        SERIES L BONDS REPRESENTATIVE:

         
	
         

        BANK OF UTAH,

        as Series L Bonds Representative,

         

        By:      ___________________________________

        Name:Michael Hoggan

        Title:  Vice President

        200 E. South Temple

        Suite 210

        Attention: Corporate Trust Services

        Fax: (801) 746-3519

        Telephone: (801) 924-3690






[SIGNATURE PAGE CONTINUED
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[SIGNATURE PAGE CONTINUED FROM PRIOR PAGE]


	
         COLLATERAL AGENT:

         
	
        GWG LIFENOTES TRUST, as Collateral
Agent

         

        By:Lord Securities Corporation

        Its:Trustee

         

         

        By:      ___________________________________

        Name:Michael R. Newell

        Title:  Vice President

        48 Wall Street, 27th Floor

        New York, NY 10005

        Attention: GWG Lifenotes Trust Program Manager

        Fax: (212) 346-9012

        Telephone: (212) 346-9000